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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Covenant Transportation Group Inc | NASDAQ:CVTI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 13.95 | 8.50 | 14.25 | 0 | 01:00:00 |
Nevada
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88-0320154
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
Large Accelerated Filer ☐
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Accelerated Filer ☒
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Non-Accelerated Filer ☐
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Smaller Reporting Company ☒
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Emerging Growth Company ☐
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
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Description
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•
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Non-dedicated truckload services (“Expedited”), which provides truckload services to customers with high service freight and delivery standards, such as 1,000 miles in 22 hours, or 15-minute delivery windows.
Expedited accounted for 32% of our freight revenue in 2021.
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Dedicated contract truckload services (“Dedicated”), which provides customers with committed truckload capacity over contracted periods with the goal of three to five years in length. Dedicated accounted for
31% of our freight revenue in 2021.
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Managed Freight services (“Managed Freight”), which consists of our brokerage (“Brokerage”) and transportation management services (“TMS”). Brokerage services provide logistics capacity by outsourcing the
carriage of customers' freight to third parties. TMS provides comprehensive logistics services on a contractual basis to customers who prefer to outsource their logistics needs. Managed Freight accounted for 31% of our freight revenue in
2021.
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Warehousing services (“Warehousing”), which provides day-to-day warehouse management services to customers who have chosen to outsource this function. Warehousing accounted for 6% of our freight revenue in
2021.
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our business is subject to economic, credit, business, and regulatory factors affecting the truckload industry that are largely beyond our control, any of which could have a materially adverse effect on our
operating results;
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we may not be successful in achieving our strategic plan;
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we operate in a highly competitive and fragmented industry, and numerous competitive factors could impair our ability to improve our profitability, limit growth opportunities, and could have a materially
adverse effect on our results of operations;
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we may not grow substantially in the future and we may not be successful in improving our profitability;
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we may not make acquisitions in the future, or if we do, we may not be successful in our acquisition strategy;
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increases in driver compensation or difficulties attracting and retaining qualified drivers could have a materially adverse effect on our profitability and the ability to maintain or grow our fleet;
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our engagement of independent contractors to provide a portion of our capacity exposes us to different risks than we face with our tractors driven by company drivers;
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we derive a significant portion of our revenues from our major customers, and the loss of, or a significant reduction of business with, one or more of which could have a materially adverse effect on our
business;
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fluctuations in the price or availability of fuel, the volume and terms of diesel fuel purchase commitments, surcharge collection, and hedging activities may increase our costs of operation, which could have
a materially adverse effect on our profitability;
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we depend on third-party providers, particularly in our Managed Freight segment where we offer brokerage and other logistics services, and service instability from these providers could increase our operating
costs and reduce our ability to offer such services, which could adversely affect our revenue, results of operations, and customer relationships;
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we depend on the proper functioning and availability of our management information and communication systems and other information technology assets (including the data contained therein) and a system failure
or unavailability, including those caused by cybersecurity breaches, or an inability to effectively upgrade such systems and assets could cause a significant disruption to our business and have a materially adverse effect on our results of
operations;
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if we are unable to retain our key employees, our business, financial condition, and results of operations could be harmed;
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seasonality and the impact of weather and other catastrophic events affect our operations and profitability;
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we self-insure for a significant portion of our claims exposure, which could significantly increase the volatility of, and decrease the amount of, our earnings;
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our self-insurance for auto liability claims and our use of captive insurance companies could adversely impact our operations;
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we have experienced, and may experience additional, erosion of available limits in our aggregate insurance policies. Furthermore, we may experience additional expense to reinstate insurance policies due to
liability claims;
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we operate in a highly regulated industry, and changes in existing regulations or violations of existing or future regulations could have a materially adverse effect on our operations and profitability;
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if our independent contractor drivers are deemed by regulators or judicial process to be employees, our business, financial condition, and results of operations could be adversely affected;
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developments in labor and employment law and any unionizing efforts by employees could have a materially adverse effect on our results of operations;
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the Compliance Safety Accountability program adopted by the Federal Motor Carrier Safety Administration could adversely affect our profitability and operations, our ability to maintain or grow our fleet, and
our customer relationships;
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receipt of an unfavorable Department of Transportation safety rating could have a materially adverse effect on our operations and profitability;
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compliance with various environmental laws and regulations upon which our operations are subject may increase our costs of operations and non-compliance with such laws and regulations could result in
substantial fines or penalties;
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changes to trade regulation, quotas, duties, or tariffs, caused by the changing U.S. and geopolitical environments or otherwise, may increase our costs and materially adversely affect our business;
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litigation may adversely affect our business, financial condition, and results of operations;
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increasing attention on environmental, social and governance matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks;
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our Third Amended and Restated Credit Agreement and other financing arrangements contain certain covenants, restrictions, and requirements, and we may be unable to comply with such covenants, restrictions,
and requirements;
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in the future, we may need to obtain additional financing that may not be available or, if it is available, may result in a reduction in the percentage ownership of our stockholders;
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our indebtedness and finance and operating lease obligations could adversely affect our ability to respond to changes in our industry or business;
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our profitability may be materially adversely impacted if our capital investments do not match customer demand or if there is a decline in the availability of funding sources for these investments;
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increased prices for new revenue equipment, design changes of new engines, future uses of autonomous tractors, volatility in the used equipment market, decreased availability of new revenue equipment, and the
failure of manufacturers to meet their sale or trade-back obligations to us could have a materially adverse effect on our business, financial condition, results of operations, and profitability;
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our 49% owned subsidiary, TEL, faces certain additional risks particular to its operations, any one of which could adversely affect our operating results;
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we may incur additional charges in connection with the disposition of substantially all of the operations and assets of Transport Financial Services, which could have a material adverse effect on our results
of operations, cash flows, available liquidity, and total indebtedness;
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we could determine that our goodwill and other intangible assets are impaired, thus recognizing a related loss;
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our Chairman of the Board and Chief Executive Officer and his wife control a large portion of our stock and have substantial control over us, which could limit other stockholders' ability to influence the
outcome of key transactions, including changes of control;
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provisions in our charter documents or Nevada law may inhibit a takeover, which could limit the price investors might be willing to pay for our Class A common stock;
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the market price of our Class A common stock may be volatile;
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we cannot guarantee the timing or amount of repurchases of our Class A common stock, or the declaration of future dividends, if any;
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if we fail to maintain effective internal control over financial reporting in the future, there could be an elevated possibility of a material misstatement, and such a misstatement could cause investors to
lose confidence in our financial statements, which could have a material adverse effect on our stock price; and
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we could be negatively impacted by the COVID-19 outbreak or other similar outbreaks.
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to or through underwriters or dealers;
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directly to one or more purchasers;
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through agents; or
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through a combination of any of such methods of sale.
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the name or names of any agents or underwriters;
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the purchase price of such securities and the proceeds to us from such sale;
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any underwriting discounts and other items constituting underwriters’ or agents’ compensation;
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any public offering price; and
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any discounts or concessions allowed or reallowed or paid to dealers.
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the designation and number of shares;
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the dividend rate and preferences, if any, which dividends on that series of preferred stock will have compared to any other class or series of our capital stock;
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the voting rights, if any;
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the conversion or exchange privileges, if any, applicable to that series;
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the redemption price or prices and the other terms of redemption, if any, applicable to that series; and
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any purchase, retirement, or sinking fund provisions applicable to that series.
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the title of the debt securities;
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the series designation and whether they are senior securities, senior subordinated securities, or subordinated securities;
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the aggregate principal amount of the debt securities and any limit on the aggregate amount of the series of debt securities;
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the price or prices (expressed as a percentage of the aggregate principal amount) at which we will issue the debt securities and, if other than the principal amount of the debt securities, the portion of the
principal amount of the debt securities payable upon the maturity of the debt securities;
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the date or dates on which we will pay the principal on the debt securities;
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the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index, or financial index) at which the
debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable, and any regular record date for the interest payable on any interest payment date;
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the place where principal, interest, and any additional amounts will be payable and where the debt securities can be surrendered for transfer, exchange, or conversion;
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the terms, if any, by which holders of the debt securities may convert or exchange the debt securities for our Class A common stock, preferred stock, or any other security or property;
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if convertible, the initial conversion price, the conversion period, and any other terms governing such conversion;
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any subordination provisions or limitations relating to the debt securities;
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any sinking fund requirements;
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any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities;
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the dates on which and the price or prices at which we will repurchase the debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase
obligations;
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the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;
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the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;
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whether we will issue the debt securities in certificated or book-entry form;
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whether the debt securities will be in registered or bearer form and, if in registered form, the denominations if other than in even multiples of $1,000 and, if in bearer form, the denominations and terms and
conditions relating thereto;
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the designation of the currency, currencies, or currency units in which payment of principal of, premium, and interest on the debt securities will be made;
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if payments of principal of, and interest and any additional amounts on, the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are
denominated, the manner in which the exchange rate with respect to these payments will be determined;
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the manner in which the amounts of payment of principal of, and interest and any additional amounts on, the debt securities will be determined, if these amounts may be determined by reference to an index
based on a currency or currencies other than that in which the debt securities are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange index, or financial index;
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any applicability of the defeasance provisions described in this prospectus or any prospectus supplement;
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whether and under what circumstances, if any, we will pay additional amounts on any debt securities in respect of any tax, assessment, or governmental charge and, if so, whether we will have the option to
redeem the debt securities instead of making this payment;
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any addition to or change in the events of default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this
prospectus or in the indenture with respect to the debt securities;
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any addition to or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;
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if the debt securities are to be issued upon the exercise of debt warrants, the time, manner, and place for them to be authenticated and delivered;
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any securities exchange on which we will list the debt securities;
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any restrictions on transfer, sale, or other assignment;
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any provisions relating to any security provided for the debt securities;
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any other terms of the debt securities, which may modify or delete any provision of the indenture as it applies to that series; and
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any depositaries, interest rate calculation agents, exchange rate calculation agents, or other agents with respect to the debt securities.
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either (a) we are the surviving entity or (b) the successor person is a corporation, partnership, trust, or other entity organized and validly existing under the laws of any United States domestic
jurisdiction and expressly assumes our obligations on the debt securities and under the indenture;
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immediately after giving effect to the transaction, no event of default, and no event that, after notice or lapse of time, or both, would become an event of default, shall have occurred and be continuing
under the indenture; and
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certain other conditions that may be set forth in the applicable prospectus supplement are met.
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we default in the payment of interest on any security of that series or any coupon appertaining thereto or any additional amount payable with respect to any security of that series when the same becomes due
and payable and such default continues for a period of 30 days;
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we default in the payment of the principal of or any premium on any security of that series when the same becomes due and payable at its maturity or on redemption or otherwise, or in the payment of a
mandatory sinking fund payment when and as due by the terms of the securities of that series, and in each case such default continues for a period of 10 days;
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we default in the performance of, or breach, any covenant or warranty in the indenture with respect to any security of that series (other than a covenant or warranty default in whose performance or whose
breach is specifically dealt with elsewhere in this Section) and such default or breach continues for a period of 60 days after there has been given, by registered or certified mail, to us by the trustee or to us and the trustee by the
holders of at least 25% in principal amount of the outstanding securities of that series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;
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we, pursuant to or within the meaning of any bankruptcy law, (A) commence a voluntary case, (B) consent to the entry of an order for relief against it in an involuntary case, (C) consent to the appointment of
a custodian of it or for all or substantially all of its property, or (D) make a general assignment for the benefit of its creditors;
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a court of competent jurisdiction enters an order or decree under any bankruptcy law that (A) is for relief against us in an involuntary case, (B) appoints a custodian for us or all or substantially all of
our property, or (C) orders the liquidation of us; and the order or decree remains unstayed and in effect for 90 days; or
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any other event of default provided with respect to debt securities of that series that is included in any supplemental indenture or is described in the applicable prospectus supplement accompanying this
prospectus.
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our failure to pay the principal of, and interest and any additional amounts on, any debt security; or
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a covenant or provision contained in the indenture that cannot be modified or amended without the consent of the holders of each outstanding debt security affected by the default.
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that holder has previously given to the trustee written notice of a continuing event of default with respect to debt securities of that series; and
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the holders of at least 25% in principal amount of the outstanding debt securities of that series have made written request, and offered reasonable indemnity, to the trustee to institute such proceeding as
trustee, and the trustee shall not have received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding
within 60 days.
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change the time for payment of principal of or interest on any debt security;
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reduce the amounts of principal of or interest on any debt security;
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reduce the amount of any premium payable upon the redemption of any debt security;
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reduce the amount payable upon acceleration of the maturity of any original issue discount debt security or any debt security payable in accordance with an index, formula or other method;
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change the currency of payment on any debt security;
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impair the right to initiate suit for the enforcement of any payment on or with respect to any debt security;
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reduce the percentage of holders of debt securities whose consent is needed to modify or amend an indenture, to waive compliance with certain provisions of an indenture, or to waive certain defaults; or
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modify the provisions relating to waiver of certain defaults or modifications of the indenture and debt securities, other than to increase any percentage of holders required for such waivers and
modifications, or to provide that other provisions of the indenture and debt securities may not be modified without consent of each affected holder.
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to evidence the succession of another person to us as obligor under the indenture;
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to add to our existing covenants additional covenants for the benefit of the holders of all or any series of debt securities, or to surrender any right or power conferred upon us in the indenture, or to
comply with any SEC requirement in connection with the qualification of the indenture;
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to add events of default for the benefit of the holders of all or any series of debt securities;
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to add or change any provisions of the indenture to facilitate the issuance of, or to liberalize the terms of, debt securities in bearer form, or to permit or facilitate the issuance of debt securities in
uncertificated form, provided that this action will not adversely affect the interests of the holders of the debt securities of any series in any material respect;
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to add, change, or eliminate any provisions of the indenture affecting debt securities not yet issued;
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to secure previously unsecured debt securities;
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to establish the form or terms of debt securities of any series, including the provisions and procedures, if applicable, for the conversion or exchange of the debt securities into our common stock, preferred
stock, or other securities or property;
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to provide for the electronic delivery of supplemental indentures or debt securities of any series;
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to evidence and provide for the acceptance or appointment of a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee;
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if allowed without penalty under applicable laws and regulations, to permit payment in respect of debt securities in bearer form in the United States;
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to correct or supplement any inconsistent provisions or to cure any ambiguity or correct any mistake in the indenture or any debt securities; or
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to make any other provisions with respect to matters or questions arising under the indenture, as long as such action does not materially adversely affect holders of the debt securities.
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depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. dollars, foreign government obligations, that, through
the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment banking firm, to pay principal,
interest, and any additional amounts on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt
securities; and
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delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain, or loss for U.S. federal income tax purposes as a result
of the deposit and related covenant defeasance and will be subject to U.S. federal income tax in the same amount and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not
occurred.
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direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged, which are not callable or redeemable at the option of the issuer thereof; or
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obligations of a person controlled or supervised by or acting as an agency or instrumentality of that government for the payment of which obligations the full faith and credit of that government is pledged, which are not callable or
redeemable at the option of the issuer thereof.
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the indebtedness ranking senior to the debt securities being offered;
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any restrictions on payments to the holders of the debt securities being offered while a default with respect to the senior indebtedness is continuing;
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any restrictions on payments to the holders of the debt securities being offered following an event of default; and
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provisions requiring holders of the debt securities being offered to remit some payments to holders of senior indebtedness.
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the conversion or exchange price, or the manner of calculating the price;
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the exchange or conversion period;
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whether the conversion or exchange is mandatory, or voluntary at the option of the holder, or at our option;
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any restrictions on conversion or exchange in the event of redemption of the debt securities and any restrictions on conversion or exchange; and
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the means of calculating the number of shares of our Class A common stock, preferred stock, or other of our securities or property to be received by the holders of debt securities.
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the title of the warrants;
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the total number of warrants;
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the number of shares of Class A common stock purchasable upon exercise of the warrants to purchase Class A common stock and the price at which such shares of Class A common stock may be purchased upon
exercise;
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the designation and terms of the preferred stock with which the warrants are issued and the number of warrants issued with each share of preferred stock;
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the date on and after which the warrants and the related Class A common stock or preferred stock will be separately transferable;
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if applicable, the date on which the right to exercise the warrants will commence and the date on which this right will expire;
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if applicable, the minimum or maximum amount of the warrants which may be exercised at any one time;
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a discussion of federal income tax, accounting and other special considerations, procedures and limitations relating to the warrants; and
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any other terms of the warrants including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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(i)
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Our Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 28, 2022
(including the portions of our Definitive Proxy Statement on Schedule 14A filed on April 19, 2022, incorporated by reference therein);
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(ii)
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Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 6, 2022;
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(iii)
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Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed on August 5, 2022;
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(iv)
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Our Current Reports on Form 8-K, filed on February 10, 2022 (solely with respect to Item 8.01 and portions
of Item 9.01 and Exhibit 99.1 thereto related to Item 8.01), February 22, 2022, May 6, 2022, May 19, 2022 (solely with
respect to Items 5.02, 5.07, and 8.01 and portions of Item 9.01 and Exhibit 99.1 thereto related to Items 5.02, 5.07, and 8.01), and June 6,
2022;
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(v)
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The description of our Class A common stock contained under the caption “Description of Registrant’s Securities to be Registered” in our registration statement on Form 8-A filed September 30, 1994, which
incorporates by reference information under the heading “Description of Capital Stock” in the prospectus dated October 28, 1994, included in our Registration Statement on Form S-1 (No. 33-82978, effective October 28, 1994), as the
description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.3 to our Annual Report on Form
10-K for the year ended December 31, 2020, filed on March 5, 2021, including any amendment or report filed for the purpose of updating such description.
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Securities and Exchange Commission registration fee
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$
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18,540.00
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NASDAQ listing fee
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*
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Accounting fees and expenses
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*
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Legal fees
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*
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Printing and engraving
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*
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Miscellaneous
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*
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Total
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$
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*
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* |
Estimated fees and expenses are not presently known. The foregoing sets forth the general categories of fees and expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering
of securities under this registration statement. An estimate of the aggregate fees and expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement.
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Exhibit No.
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Exhibit Description
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1*
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Form of Underwriting Agreement.
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Third Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K, filed with the SEC on July 2, 2020 (File Number 000-24960)).
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Sixth Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Company’s Report on Form 8-K, filed August 9, 2021 (File Number 000-24960)).
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4.3*
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Form of Certificate of Designations with respect to any series of preferred stock issued hereunder.
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4.4**
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Form of Indenture.
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4.5*
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Form of Debt Securities.
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4.6*
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Form of Rights Agreement.
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4.7*
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Form of Warrant Agreement.
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5**
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Opinion of Scudder Law Firm, P.C., L.L.O.
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23.1**
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Consent of Scudder Law Firm, P.C., L.L.O. (included as part of Exhibit 5).
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23.2**
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Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
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24
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Power of Attorney (included on the signature pages herein).
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25.1 †
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Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939.
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107**
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Filing Fee Table
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(a) |
The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
|
(iii) |
To include, any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(i) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(ii) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed
to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(5) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c) |
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
|
(d) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
By:
|
/s/ David R. Parker
|
||
David R. Parker
|
|||
Chairman and Chief Executive Officer
|
Signature
|
Title
|
/s/ David R. Parker
|
Chairman and Chief Executive Officer
(Principal Executive Officer and Director)
|
David R. Parker
|
|
/s/ James S. Grant
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
James S. Grant
|
|
/s/ Robert E. Bosworth
|
Director
|
Robert E. Bosworth
|
|
/s/ Dr. Benjamin S. Carson, Sr.
|
Director
|
Dr. Benjamin S. Carson, Sr.
|
|
/s/ D. Michael Kramer
|
Director
|
D. Michael Kramer
|
|
/s/ Bradley A. Moline
|
Director
|
Bradley A. Moline
|
|
/s/ Rachel Parker-Hatchett
|
Director
|
Rachel Parker-Hatchett
|
|
/s/ Herbert J. Schmidt
|
Director
|
Herbert J. Schmidt
|
|
/s/ W. Miller Welborn
|
Director
|
W. Miller Welborn
|
1 Year Covenant Transportation Chart |
1 Month Covenant Transportation Chart |
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