USA TRUCK, INC. Item 8.01 Other Events.
On
As previously disclosed, following the announcement of the Merger, one complaint
was filed in Federal court naming the Company and members of its board of
directors as defendants. Subsequent to the filing of the Definitive Proxy
Statement, one additional complaint has been filed. On
While the Company believes that all of these complaints and challenges are
without merit and that the disclosures set forth in both the preliminary proxy
statement filed with the
Important information concerning the Merger is set forth in the Definitive Proxy Statement. The Definitive Proxy Statement is amended and supplemented by, and should be read as a part of, and in conjunction with, the information set forth in the Supplemental Disclosure.
If you have any questions concerning the Merger, the Definitive Proxy Statement
or this Supplemental Disclosure, would like additional copies or need help
voting your shares of the Company's common stock, please contact the Company's
proxy solicitor,
MacKenzie Partners, Inc. 1407 Broadway , 27th FloorNew York, New York 10018 (212) 929-5500 (Call Collect) (800) 322-2885 (Toll Free) proxy@mackenziepartners.com (E-Mail Address)
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SUPPLEMENTAL DISCLOSURE TO DEFINITIVE PROXY STATEMENT
The following supplemental information should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. To the extent that information in this supplement differs from or updates information contained in the Definitive Proxy Statement, the information in this supplement shall supersede the information in the Definitive Proxy Statement. All page references are to pages of the Definitive Proxy Statement, and all terms used below, unless otherwise defined, shall have the meanings set forth in the Definitive Proxy Statement. New text within restated language from the Definitive Proxy Statement is highlighted with bold, underlined text and removed language within restated language from the Definitive Proxy Statement is indicated in strikethrough text.
The Section of the Definitive Proxy Statement entitled "The Merger-Background of the Merger" is amended and supplemented as follows:
1. The following supplemental disclosure replaces in its entirety the third full
paragraph on page 32 of the Definitive Proxy Statement:
On
2. The following supplemental disclosure replaces in its entirety the second full
paragraph on page 34 of the Definitive Proxy Statement:
On
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3. The following supplemental disclosure replaces in its entirety the fourth full
paragraph on page 34 of the Definitive Proxy Statement:
On
4. The following supplemental disclosure replaces in its entirety the first full
paragraph on page 36 of the Definitive Proxy Statement:
On
The Section of the Definitive Proxy Statement entitled "The Merger - Opinion of
5. The following supplemental disclosure is added after the third full paragraph
on page 43 of the Definitive Proxy Statement:
Up to and including the time period in which Evercore prepared and delivered its written opinion to the Board, the Evercore representatives confirmed that Evercore had no conflicts that would adversely affect its ability to provide a fairness opinion to the Board.
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The Section of the Definitive Proxy Statement entitled "The Merger - Opinion of
6. The following supplemental disclosure replaces in its entirety the full
paragraph beginning on page 45 and ending on page 46 of the Definitive Proxy
Statement:
Evercore performed a discounted cash flow analysis of the Company to calculate
the estimated present value of the standalone unlevered, after-tax free cash
flows that the Company was forecasted to generate during the second half of the
Company's fiscal year 2022 and the Company's fiscal years 2023 through 2026
based on financial projections prepared by the Company's management and set
forth in the section entitled "Financial Projections". Evercore calculated
terminal values of the Company by applying (i) a range of perpetuity growth
rates of 3.5% to 4.5%, which range was selected based on Evercore's professional
judgment and experience, and (ii) a range of estimated EBITDA exit multiples of
3.75x to 4.75x, which were each range was selected based on Evercore's
professional judgment and experience, to a terminal year estimate of the
unlevered, after-tax free cash flows that the Company was forecasted to generate
equal to
The Section of the Definitive Proxy Statement entitled "The Merger - Opinion of
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7. The following supplemental disclosure is added before the "Benchmark" table on
page 48 of the Definitive Proxy Statement:
Enterprise Enterprise
Value / 2022E Value / 2023E Price / 2022E Price / 2023E
Company EBITDA EBITDA EPS EPS
Small Cap Peer Companies
U.S. Xpress Enterprises, Inc. 4.9x 4.1x 8.4x 8.4xP.A.M. Transportation Services, Inc. 3.8x 4.1x 5.8x 7.1x Covenant Logistics Group, Inc.
2.8x 3.3x 5.0x 7.1x
Large Cap Peer Companies
Marten Transport, Ltd. 5.1x 5.0x 12.6x 12.5x
Knight-Swift Transportation Holdings Inc. 4.8x 5.2x 8.3x 9.4x
Heartland Express, Inc. 4.6x 4.6x 14.2x 15.9x
Werner Enterprises, Inc. 4.4x 4.5x 9.3x 10.0x
Schneider National, Inc. 3.9x 4.1x 8.3x 9.2x
The Section of the Definitive Proxy Statement entitled "The Merger - Opinion of
8. The following supplemental disclosure replaces in its entirety the second full
paragraph on page 50 of the Definitive Proxy Statement:
Evercore reviewed selected public market trading price targets for the shares of
Company common stock prepared and published by equity research analysts that
were publicly available as of
Firm Price Target
Stephens $27.00
Cowen & Company $24.00
Singular Research $39.00 The range of selected equity research analyst price targets per share of Company
common stock was
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END OF SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
Additional Information About the Merger and Where to Find It
This communication is being made in respect of the proposed transaction
involving the Company, Parent, and Merger Sub. A special meeting of the
stockholders of the Company will be held on
Participants in the Solicitation
The Company and its directors, executive officers and certain other members of
management and team members may be deemed to be participants in soliciting
proxies from its stockholders in connection with the Merger. Information
regarding the persons who may, under the rules of the
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Forward Looking Statements
Statements included in this Supplemental Disclosure that are not historical in nature are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, including statements relating to the completion of the Merger. These forward-looking statements are generally denoted by the use of words such as "anticipate," "believe," "expect," "intend," "aim," "target," "plan," "continue," "estimate," "project," "may," "will," "should," and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. These statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from historical results or those anticipated. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will occur or if any occur, what effect they will have on our results of operations or financial condition. These factors include, but are not limited to:
• the satisfaction of the conditions precedent to the consummation of the Merger, including, without limitation, the timely receipt of stockholder and regulatory approvals (or any conditions, limitations or restrictions placed on such approvals);
• uncertainties as to the timing of the Merger and the possibility that the Merger may not be completed;
• unanticipated difficulties or expenditures relating to the Merger;
• the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including, in circumstances which would require the Company to pay the Company termination fee;
• legal proceedings, judgments or settlements, including those that may be instituted against the Company, the Board, the Company's executive officers and others following the announcement of the Merger;
• disruptions of current plans and operations caused by the announcement and pendency of the Merger;
• risks related to disruption of management's attention from the Company's ongoing business operations due to the Merger;
• potential difficulties in employee retention due to the announcement and pendency of the Merger;
• the response of customers, suppliers, drivers and regulators to the announcement and pendency of the Merger;
• disruptions in the execution of plans, strategies, goals and objectives of management for future operations caused by the Merger;
• changes in accounting standards or tax rates, laws or regulations;
• continued and sufficient access to capital;
• economic, market, business or geopolitical conditions (including resulting
from the COVID-19 pandemic, inflation, or the conflict in
• the fact that receipt of the all-cash per share price will be taxable to our
stockholders that are
• risks that the price of the Company common stock price may decline significantly if the Merger is not completed;
• the possibility that the Company could, following the Merger, engage in operational or other changes that could result in meaningful appreciation in its value; and
• the possibility that the Company could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of the Company's assets to one or more as yet unknown purchasers, which could conceivably produce a higher aggregate value than that available to our stockholders in the Merger.
For additional information, see the section of the Definitive Proxy Statement entitled "The Merger-Forward-Looking Financial Information," beginning on page 40 of the Definitive Proxy Statement. The Company can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The forward-looking statements are made as of the date hereof and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any forward-looking statements made in this Supplemental Disclosure, which speak only as of the date hereof.
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