Item 1.01 Entry into a Material Definitive Agreement.
On June 14, 2022, Met Express, Inc. and Costar Equipment, Inc., both which are
wholly-owned subsidiaries of P.A.M. Transportation Services, Inc. (the
“Company”), entered into an Asset Purchase Agreement (the “Agreement”) with
Metropolitan Trucking, Inc., Metropolitan Freight Management, Inc., Kiwi
Leasing, LLC, Hoya Leasing, LLC (collectively, the “Seller”), and Mangino
Holding Corp. to acquire substantially all the assets and assume certain
liabilities of the Seller (the “Acquisition”). The Acquisition was completed
simultaneously with the signing of the Agreement on June 14, 2022. Under the
terms of the Agreement, the purchase price paid at closing was approximately
$79.8 million, including approximately $15.5 million in assumed debt and an
aggregate cash payment of approximately $64.3 million, of which $5.0 million was
placed into escrow to secure certain indemnification obligations. The cash
portion of the purchase price was paid using available cash balances. The
purchase price is subject to a customary post-closing net working capital
adjustment as of the closing date. The Agreement includes customary
representations, warranties and covenants by the respective parties. In
addition, the Agreement provides for customary indemnification rights with
respect to a breach of a representation, warranty or covenant by either party,
and specified assumed and excluded liabilities.
The foregoing summary does not purport to be complete and is qualified in its
entirety by the full text of the Agreement, a copy of which is attached as
Exhibit 2.1 to this Current Report and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth above under Item 1.01 is hereby incorporated by
reference into this Item 2.01.
Item 7.01 Regulation FD Disclosure.
On June 15, 2022, the Company issued a press release announcing the completion
of the Acquisition. A copy of the press release announcing the transaction is
attached as Exhibit 99.1 to this Current Report.
As provided in General Instruction B.2 to Form 8-K, the information furnished in
this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, and such information shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
Item 9.01 Financial Statements and Exhibits.
2.1 Asset Purchase Agreement by and among Metropolitan Trucking, Inc.,
Metropolitan Freight Management, Inc., Kiwi Leasing, LLC, Hoya Leasing,
LLC, Mangino Holding Corp., Met Express, Inc. and Costar Equipment, Inc.,
dated June 14, 2022*
99.1 News release issued by the Registrant on June 15, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The disclosure schedules and exhibits referenced in the Asset Purchase
Agreement have been omitted pursuant to Item 601(a)(5) of SEC Regulation S-K.
The Company hereby agrees to furnish supplementally a copy of any omitted
disclosure schedule or exhibit to the SEC upon request.
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