On June 11, 2012, Quality Distribution, Inc. (the “Company”) completed its previously announced acquisition (the “RM Acquisition”) of the operating assets of RM Resources, LLC (“RM Resources”) pursuant to that certain Asset Purchase Agreement (the “RM APA”), dated as of May 7, 2012, by and among QC Environmental Services, Inc. (“Quality Carriers”), a North Dakota corporation and an indirect, wholly owned subsidiary of the Company; RM Resources, a North Dakota limited liability company; and Wylie C. Bice, Monte Gawryluk and Dean A. Rodne, collectively the holders of all outstanding limited liability company membership interests in RM Resources (each a “Member” and collectively, the “Members”). The Company acquired the operating assets of RM Resources for total consideration (subject to certain adjustments) of $31,410,000, consisting of approximately $19,290,000 in cash, $8,520,000 pursuant to a promissory note and $3,600,000 in unregistered, restricted shares of common stock of the Company. In addition, the Company agreed to (i) the assumption of certain liabilities and (ii) certain deferred earn-out payments of up to an additional $7,600,000, if certain future operating and financial performance criteria are satisfied.
The foregoing description of the RM APA and the transactions thereunder, including the RM Acquisition, is not complete and is qualified in its entirety by reference to the RM APA, which is attached hereto as Exhibit 2.1.
The RM Acquisition has been referenced in this communication to provide investors and shareholders with information regarding its terms. Such reference is not intended to provide any other factual information about the Company or its subsidiaries. The representations, warranties and covenants contained in the RM APA were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the RM APA, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the RM APA instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the RM APA and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the RM APA, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
