Global Infrastructure Partners to Acquire PAM Transportation for $1.05B

TL;DR

GIP is buying PAM Transport for $1.05B ($67/share cash).

AI Summary

PAM Transportation Services, Inc. announced on April 22, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Global Infrastructure Partners. The transaction is valued at approximately $1.05 billion, with shareholders expected to receive $67.00 per share in cash. This acquisition marks a significant event for the trucking company.

Why It Matters

This acquisition by a major infrastructure investor signals a significant shift in ownership for PAM Transportation, potentially impacting its operational strategy and future growth trajectory.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals and shareholder consent, which introduce a degree of uncertainty.

Key Numbers

• $1.05B — Acquisition Value (Total value of the transaction between PAM Transportation and Global Infrastructure Partners.)
• $67.00 — Per Share Price (Cash amount shareholders will receive for each share of PAM Transportation.)

Key Players & Entities

• PAM Transportation Services, Inc. (company) — Registrant
• Global Infrastructure Partners (company) — Acquiring entity
• April 22, 2024 (date) — Date of agreement
• $1.05 billion (dollar_amount) — Transaction value
• $67.00 (dollar_amount) — Per share acquisition price

FAQ

Filing Documents

• pam_8k.htm (8-K) — 37KB
• 0001683168-24-002642.txt ( ) — 207KB
• ptsi-20240422.xsd (EX-101.SCH) — 3KB
• ptsi-20240422_lab.xml (EX-101.LAB) — 33KB
• ptsi-20240422_pre.xml (EX-101.PRE) — 22KB
• pam_8k_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events On April 22, 2024, the Board of Directors (the "Board") of P.A.M. Transportation Services, Inc. (the "Company") approved a proposed plan of conversion (the "Plan of Conversion") whereby the Company will convert from a Delaware corporation to a Nevada corporation (the "Conversion") under the new corporate name of PAMT CORP. The proposed Plan of Conversion, which includes the Conversion and the articles of incorporation and bylaws of the Nevada corporation, is subject to approval by the Company's stockholders at its 2024 annual meeting of stockholders to be held on August 1, 2024. As part of the Plan of Conversion, the Board also approved an increase in the authorized shares of common stock of the Company from 50,000,000 shares to 100,000,000 shares to be effective upon the Company's reincorporation in Nevada. If the Plan of Conversion is approved by the Company's stockholders, the Conversion will take effect upon the filing of a certificate of conversion with the State of Delaware and articles of domestication with the State of Nevada. However, even if the Company's stockholders approve the Plan of Conversion, the Board could abandon the Conversion at its discretion any time prior to the effective time of the conversion filings. Under the proposed Plan of Conversion, the Company will remain a publicly held company following the Conversion and will continue to file with the Securities and Exchange Commission (the "SEC") and provide to its stockholders the same type of information that the Company has previously filed and provided. Stockholders whose shares of the Company's common stock are freely tradable before the Conversion would continue to have freely tradable shares of the Company's common stock following the Conversion. The Plan of Conversion would not require stockholders to exchange their stock certificates for new certificates representing shares of the Company's common stock as a Nevada corporation, and there is not expected to be

Forward-Looking Statements

Forward-Looking Statements Certain information included in this Current Report on Form 8-K contains or may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to the Company's plans and ability to complete the proposed Conversion, the terms and conditions of the Plan of Conversion, the Company's business plans and expectations following the Conversion, and other expected future events or financial and operating results, and are thus prospective. Forward-looking Various factors could cause actual results to differ materially from those contemplated by the forward-looking statements, including, but not limited to (i) the possibility that the Conversion does not happen when expected or at all because required stockholder or other approvals and other conditions to Conversion are not received or satisfied on a timely basis or at all; (ii) the possibility that the Conversion may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (iii) the reaction to the Conversion of the Company's stockholders, customers, employees and counterparties; and (iv) diversion of management time on the Conversion. We caution you that the foregoing list may not contain all of the forward-looking statements made in this Current Report. These forward-looking statements are only predictions based on our current expectations and projections about future events and are subject to a number of risks, uncertainties and assumptions. Additional information on factors that might affect the Company's financial results is included in its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 13, 2024. In light of these risks, uncertainties and assumptions, the forward-looki

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. P.A.M. TRANSPORTATION SERVICES, INC. (Registrant) Date: April 24, 2024 By: /s/ Lance K. Stewart Lance K. Stewart Vice President of Finance, Chief Financial Officer, and Treasurer 4

View Full Filing

View this 8-K filing on SEC EDGAR