Universal Logistics to be acquired for $1B

TL;DR

Universal Logistics is being bought out by American Securities for $1B ($29/share cash deal).

AI Summary

Universal Logistics Holdings, Inc. announced on April 24, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of American Securities LLC. The transaction is valued at approximately $1.0 billion, with shareholders set to receive $29.00 per share in cash. The deal is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by American Securities LLC at a significant premium signals strong investor confidence in Universal Logistics' future prospects and will result in the company going private.

Risk Assessment

Risk Level: medium — The deal is subject to closing conditions, including regulatory approvals and shareholder consent, which could impact the completion or terms of the acquisition.

Key Numbers

• $1.0B — Transaction Value (Total amount to be paid by American Securities LLC)
• $29.00 — Price Per Share (Cash amount shareholders will receive)

Key Players & Entities

• Universal Logistics Holdings, Inc. (company) — Company being acquired
• American Securities LLC (company) — Acquiring entity
• $1.0 billion (dollar_amount) — Total transaction value
• $29.00 (dollar_amount) — Price per share in cash
• April 24, 2024 (date) — Date of definitive agreement
• Third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.105 — f Directors declared a cash dividend of $0.105 per share of common stock. The dividend

Filing Documents

• ulh-20240424.htm (8-K) — 88KB
• ulh-ex10_1.htm (EX-10.1) — 219KB
• ulh-ex10_2.htm (EX-10.2) — 55KB
• ulh-ex10_3.htm (EX-10.3) — 55KB
• ulh-ex99_1.htm (EX-99.1) — 278KB
• img73119764_0.jpg (GRAPHIC) — 14KB
• 0000950170-24-048406.txt ( ) — 891KB
• ulh-20240424.xsd (EX-101.SCH) — 23KB
• ulh-20240424_htm.xml (XML) — 4KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On April 25, 2024, Universal Logistics Holdings, Inc. ("ULH," "we," or "our") issued a press release announcing its financial and operating results for the thirteen weeks ended March 30, 2024, a copy of which is furnished as Exhibit 99.1 to this Form 8-K. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. We held our 2024 Annual Meeting of Shareholders on April 24, 2024. At the Annual Meeting, our shareholders approved the Universal Logistics Holdings, Inc. 2024 Equity Incentive Plan, which replaces the Universal Logistics Holdings, Inc. 2014 Amended and Restated Stock Option and Incentive Plan. Outstanding awards granted under the prior plan will continue to be governed by the terms of the prior plan, but no awards may be made under the prior plan after April 24, 2024. Under the new plan, we reserved 750,000 shares of our common stock for awards we intend to grant under the new plan. Officers, directors, employees, and consultants who provide services to us are eligible to participate in the new plan. We included a description of the material terms of the new plan in our Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2024, and mailed to our shareholders commencing on or about March 29, 2024 in connection with the Annual Meeting. The description of the new plan in the Proxy Statement is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K. The foregoing summary is qualified in its entirety by reference to the full text of the new plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Also on April 24, 2024, our Board of Directors approved the form of our equity award agreements for grants of non-qualified stock options and restricted stock awards issued under the n

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. Our shareholders voted on three proposals at the Annual Meeting, and each proposal is described in detail in our Proxy Statement. Proposal No. 1: Election of Directors Nominee For Withheld Grant E. Belanger 21,295,406 4,404,208 Frederick P. Calderone 21,015,379 4,684,235 Daniel J. Deane 21,342,633 4,356,981 Clarence W. Gooden 21,923,706 3,775,908 Marcus D. Hudson 24,340,574 1,359,040 Matthew J. Moroun 20,681,242 5,018,372 Matthew T. Moroun 20,121,048 5,578,566 Tim Phillips 20,542,204 5,157,410 Michael A. Regan 21,923,706 3,775,908 Richard P. Urban 20,786,035 4,913,579 H.E. "Scott" Wolfe 21,044,725 4,654,889 There were 283,296 broker non-votes with respect to this proposal. Proposal No. 2: Approval of the Universal Logistics Holdings, Inc. 2024 Equity Incentive Plan Our shareholders approved the 2024 Equity Incentive Plan as disclosed in the Proxy Statement. For Against Abstain 25,229,550 446,921 23,143 There were 283,296 broker non-votes with respect to this proposal. Proposal No. 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm Our shareholders ratified the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. For Against Abstain 25,874,402 105,867 2,641

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. We issued a press release on April 25, 2024 announcing that our Board of Directors declared a cash dividend of $0.105 per share of common stock. The dividend is payable on July 1, 2024 to shareholders of record on June 3, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. 10.1 Universal Logistics Holdings, Inc. 2024 Equity Incentive Plan . 10.2 Form of Non-Statutory Stock Option Agreement under the 2024 Equity Incentive Plan . 10.3 Form of Restricted Stock Award Agreement under the 2024 Equity Incentive Plan . 99.1 Press Release dated April 25, 2024 . 104 Cover Page Interactive Data File (formatted as Inline XBRL)

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. UNIVERSAL LOGISTICS HOLDINGS, INC. Date: April 25, 2024 By: /s/ Steven Fitzpatrick Steven Fitzpatrick Secretary

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View this 8-K filing on SEC EDGAR