As filed with the Securities and Exchange Commission on May 13, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
UNIVERSAL LOGISTICS HOLDINGS, INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Common Stock, no par value
(Title of Class of Securities)
91388P105
(CUSIP Number of Class of Securities)
Tim Phillips
Chief Executive Officer
UNIVERSAL LOGISTICS HOLDINGS, INC.
12755 E. Nine Mile Road
Warren, Michigan 48089
586-920-0100
(Name, address and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)
Copy to:
Edwin J. Lukas
Vistula PLC
100 Maple Park Boulevard, Suite 110
Saint Clair Shores, Michigan 48081
Telephone: 313-989-0004
Facsimile: 313-666-0808
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transaction to which the statement relates:
| ☐ | third party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
SCHEDULE TO
This Tender Offer Statement on Schedule TO relates to the offer by Universal Logistics Holdings, Inc., a Michigan corporation (“Universal” or the “Company”), to purchase up to 100,000 shares of its common stock, no par value, at a price not greater than $28.00 nor less than $25.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2022 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.
Item 1. Summary Term Sheet.
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is Universal Logistics Holdings, Inc., a Michigan corporation, and the address of its principal executive office is 12755 E. Nine Mile Road Warren, Michigan 48089. The telephone number of its principal executive office is 586-920-0100.
(b) The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase under Section 7 (“Price Range of the Shares”) is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) The Company is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:
| • | “Summary Term Sheet”; |
| • | “Introduction”; |
| • | Section 1 (“Terms of the Offer”); |
| • | Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans”); |
| • | Section 3 (“Procedures for Tendering Shares”); |
| • | Section 4 (“Withdrawal Rights”); |
| • | Section 5 (“Purchase of Shares and Payment of Purchase Price”); |
| • | Section 6 (“Conditions of the Tender Offer”); |
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| • | Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”); |
| • | Section 13 (“Certain Material U.S. Federal Income Tax Consequences of the Offer to U.S. Holders”); and |
| • | Section 14 (“Extension of the Tender Offer; Termination; Amendment”). |
(b) The information in the “Introduction” to the Offer to Purchase and in Section 10 of the Offer to Purchase (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(e) The information set forth in the Offer to Purchase under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a), (b), and (c) The information set forth in the Offer to Purchase under Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans”) is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the Offer to Purchase under Section 8 (“Source and Amount of Funds”) is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under Section 6 (“Conditions of the Tender Offer”) and Section 8 (“Source and Amount of Funds”) is incorporated herein by reference.
(d) The information set forth in the Offer to Purchase under Section 8 (“Source and Amount of Funds”) is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
(a) and (b) The information set forth in the Offer to Purchase under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) The information set forth in the Offer to Purchase under Section 15 (“Fees and Expenses”) is incorporated herein by reference.
Item 10. Financial Statements.
Not applicable.
Item 11. Additional Information.
(a) The information set forth in the Offer to Purchase under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 9 (“Information About Universal Logistics Holdings, Inc.”), Section 11 (“Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act”) and Section 12 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings relating to the tender offer are pending.
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(c) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.
Item 12. Exhibits.
(a)(1)(A)* | Offer to Purchase dated May 13, 2022. | |
(a)(1)(B)* | Letter of Transmittal. | |
(a)(1)(C)* | Notice of Guaranteed Delivery. | |
(a)(1)(D)* | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated May 13, 2022. | |
(a)(1)(E)* | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated May 13, 2022. | |
(a)(1)(F)* | Press Release dated May 13, 2022. | |
(a)(2) | Not Applicable. | |
(a)(3) | Not Applicable. | |
(a)(4) | Not Applicable. | |
(a)(5) | Not Applicable. | |
(b)(1) | Credit and Security Agreement dated as of November 27, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 29, 2018). | |
(d)(1) | 2014 Amended and Restated Stock Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on April 29, 2014). | |
(d)(2) | Amendment to 2014 Amended and Restated Stock Incentive Plan dated May 4, 2022 (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2022). | |
(d)(3) | Form of Restricted Stock Bonus Award Agreement under the 2014 Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit B of Appendix A to the Registrant’s Schedule 14A filed on April 29, 2014). | |
(d)(4) | Employment Agreement between the Registrant and Tim Phillips (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 14, 2020). | |
(d)(5) | Second Amended and Restated Registration Rights Agreement dated July 28, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 29, 2021). | |
(g) | Not Applicable. | |
(h) | Not Applicable. | |
(107)* | Filing Fee Table. | |
| * | Filed herewith. |
Item 13. Information Required by Schedule 13E-3.
Not Applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: May 13, 2022 | UNIVERSAL LOGISTICS HOLDINGS, INC. | |||
| By: | /s/ Tim Phillips | |||
| Name: | Tim Phillips | |||
| Title: | Chief Executive Officer | |||
EXHIBIT INDEX
(a)(1)(A)* | Offer to Purchase dated May 13, 2022. | |
(a)(1)(B)* | Letter of Transmittal. | |
(a)(1)(C)* | Notice of Guaranteed Delivery. | |
(a)(1)(D)* | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated May 13, 2022. | |
(a)(1)(E)* | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated May 13, 2022. | |
(a)(1)(F)* | Press Release dated May 13, 2022. | |
(a)(2) | Not Applicable. | |
(a)(3) | Not Applicable. | |
(a)(4) | Not Applicable. | |
(a)(5) | Not Applicable. | |
(b)(1) | Credit and Security Agreement dated as of November 27, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 29, 2018). | |
(d)(1) | 2014 Amended and Restated Stock Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on April 29, 2014). | |
(d)(2) | Amendment to 2014 Amended and Restated Stock Incentive Plan dated May 4, 2022 (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2022). | |
(d)(3) | Form of Restricted Stock Bonus Award Agreement under the 2014 Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit B of Appendix A to the Registrant’s Schedule 14A filed on April 29, 2014). | |
(d)(4) | Employment Agreement between the Registrant and Tim Phillips (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 14, 2020). | |
(d)(5) | Second Amended and Restated Registration Rights Agreement dated July 28, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 29, 2021). | |
(g) | Not Applicable. | |
(h) | Not Applicable. | |
(107)* | Filing Fee Table. | |
| * | Filed herewith. |
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