ITEM 7.01 – REGULATION FD DISCLOSURE
On February 28, 2023, ArcBest Corporation (the “Company”) issued a press release announcing the sale of all of the issued and outstanding equity interests of FleetNet America, Inc. (“FleetNet”), an indirect wholly owned subsidiary of the Company, to Cox Automotive Mobility Solutions, Inc. (“Cox”), as further described below in Item 8.01.
The press release is furnished herewith as Exhibit 99.1.
The information furnished in this Item 7.01 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, nor shall such information 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 such filing.
ITEM 8.01 – OTHER EVENTS
On February 28, 2023, ArcBest Holdings, Inc. (“ArcBest Holdings”), an indirect wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with FleetNet, a wholly owned subsidiary of ArcBest Holdings, and Cox. Pursuant to the Purchase Agreement, on the date of the closing of the transactions contemplated by the Purchase Agreement, ArcBest Holdings sold all of the issued and outstanding equity interests of FleetNet to Cox in exchange for an aggregate purchase price of $100 million in cash, subject to certain tax and other customary adjustments.
The Purchase Agreement contains customary representations and warranties of ArcBest Holdings, FleetNet (for and on behalf of itself and its wholly owned subsidiaries) and Cox. The Purchase Agreement also provides for certain limited indemnification obligations of ArcBest Holdings.
In connection with the transactions contemplated by the Purchase Agreement, ArcBest Holdings and FleetNet entered into a Transition Services Agreement pursuant to which ArcBest Holdings will, on a transitional basis, provide FleetNet with certain support services and other assistance after the closing of the transaction.
The Company also announced that the Board of Directors of the Company has increased the total amount available under the Company’s Common Stock repurchase program by $98.5 million to $125 million. The Company intends to use the proceeds from the transactions contemplated by the Purchase Agreement to fund the repurchase program.
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements and information in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding (i) our expectations about our intrinsic value or our prospects for growth and value creation, (ii) our financial outlook, position, strategies, goals, and expectations and (iii) our expected use of proceeds from the Transaction. Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct. Actual outcomes and results could materially differ from what is expressed, implied, or
