Benzinga | Aug 9, 2021 09:13AM EDT

Covenant Logistics Reports Commenced Modified Dutch Auction Tender Offer To Buy Up To $40M In Its Class A Shares, Price Between $21-$23/Share

Covenant Logistics Group, Inc. (NASDAQ:CVLG) ("Covenant" or the "Company") announced today that it commenced a modified Dutch Auction tender offer to purchase up to $40.0 million of its Class A common stock, or such lesser number of shares of its Class A common stock as are properly tendered and not properly withdrawn, at a price not less than $21.00 nor greater than $23.00 per share of Class A common stock, to the seller in cash, less any applicable withholding taxes and without interest. The offer is made upon the terms and subject to the conditions described in the offer to purchase and in the related letter of transmittal. The closing price of Covenant's Class A common stock on the Nasdaq on August 6, 2021, the last full trading day before the commencement of the tender offer, was $20.27 per share. The tender offer is scheduled to expire at one minute after 11:59 P.M., New York City time, on September 3, 2021, unless the offer is extended.



Covenant's decision to commence the tender offer is based on its confidence in the long-term outlook for the business, enhanced by its continued execution of its strategic plan, and is consistent with Covenant's balanced approach to capital allocation. Covenant believes that the tender offer represents an efficient mechanism to provide the Company's stockholders with the opportunity to tender all or a portion of their stock and thereby receive a return of some or all of their investment in the Company if they so elect. The tender offer provides stockholders with an opportunity to obtain liquidity with respect to all or a portion of their stock without the potential disruption to the stock price of the Company.

The tender offer is not contingent upon obtaining any financing. However, the tender offer is subject to a number of other terms and conditions, which are described in detail in the offer to purchase. Specific instructions and a complete explanation of the terms and conditions of the tender offer will be contained in the offer to purchase, the letter of transmittal and the related materials, which will be mailed to stockholders of record shortly after commencement of the tender offer.

None of the Company, the members of its Board of Directors, the information agent or the depositary makes any recommendation as to whether any stockholder should participate or refrain from participating in the tender offer or as to the price or prices at which stockholders may choose to tender their shares in the tender offer.

Georgeson LLC will serve as information agent for the tender offer. Scudder Law Firm, P.C., L.L.O., is serving as counsel to the Company for the tender offer. Stephens Inc. is serving as financial advisor to the Company in connection with the tender offer. Stockholders with questions, or who would like to receive additional copies of the tender offer documents, may call Georgeson LLC at (888) 607-9107 (toll free).