Adams Resources Files 8K - Listing Notice >AE

Adams Resources & Energy Inc. (AE) filed a Form 8K - Direct or off-Balance Sheet Financial Obligation - with the U.S Securities and Exchange Commission on February 04, 2025.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/ae-20250204.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

Adams Resources & Energy Inc. (AE) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on February 04, 2025.

In connection with the closing of the Merger, Merger Sub entered into that certain Credit Agreement, dated as of February 4, 2025, by and among Merger Sub, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto (the "Wells Fargo Credit Agreement"), which provides for revolving loans, term loans and letters of credit in an aggregate principal amount of up to $80,000,000. Merger Sub was the initial borrower, and following the Merger, the Company assumed all of the rights and obligations of Merger Sub under the Wells Fargo Credit Agreement. Certain subsidiaries of the Company are guarantors under the Wells Fargo Credit Agreement and the obligations under the Wells Fargo Credit Agreement are secured by a first priority lien on substantially all assets of the borrower and the guarantors (subject to certain exclusions and exceptions). The Wells Fargo Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of their types. The proceeds of the Wells Fargo Credit Agreement were used to pay for a portion of the Merger Consideration (as defined below).

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/ae-20250204.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

Adams Resources & Energy Inc. (AE) filed a Form 8K - Termination of a Definitive Agreement - with the U.S Securities and Exchange Commission on February 04, 2025.

In connection with the closing of the Merger, on the Closing Date, the Company repaid in full all outstanding borrowings under the Credit Agreement, dated October 27, 2022, by and among the Company and its subsidiaries, GulfMark Asset Holdings, LLC, Service Transport Company, and Cadence Bank, as administrative agent, swingline lender and issuing lender, and the other lenders party thereto, as amended by Amendment No. 1 thereto dated as of August 2, 2023, as further amended by Amendment No. 2 thereto dated as of July 16, 2024, and as further amended by Amendment No. 3 thereto dated November 8, 2024 (the "Credit Agreement"), and the Credit Agreement was terminated.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/ae-20250204.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

Adams Resources & Energy Inc. (AE) filed a Form 8K - Acquisition or Disposition of Assets - with the U.S Securities and Exchange Commission on February 04, 2025.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"):

* each share of the Company's common stock, par value $0.10 per share (the "Common Stock") (other than shares of Common Stock (i) held by the Company as treasury stock or owned by ARE Equity immediately prior to the Effective Time or (ii) held by any subsidiary of either the Company or ARE Equity immediately prior to the Effective Time) issued and outstanding immediately prior to the Effective Time (other than shares held by any holder who is entitled to appraisal rights and properly exercised such rights under Delaware law) was converted into the right to receive $38.00 in cash, without interest (the "Merger Consideration");

* each equity award that was subject to time-based vesting conditions that was outstanding immediately prior to the Effective Time (each such award, an "Adams RSA") automatically became fully vested and was

canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares subject to such Adams RSA; and

* each equity award that was subject to performance-based vesting conditions that was outstanding immediately prior to the Effective Time (each such award, an "Adams PSA", and together with the Adams RSAs, the "Company Stock Awards") automatically became fully vested at target performance (as set forth in the applicable award agreement) and was canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares of the Company's Common Stock issued and outstanding under the Adams PSA immediately prior to the Effective Time.

The description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company's Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on November 12, 2024, and which is incorporated herein by reference.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/ae-20250204.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

Adams Resources & Energy Inc. (AE) filed a Form 8K - Director, Officer or Compensation Filing - with the U.S Securities and Exchange Commission on February 04, 2025.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

In connection with the consummation of the Merger, and as contemplated by the Merger Agreement, each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time. No director resigned as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

In connection with the consummation of the Merger, Todd P. Sullivan, William W. Sullivan and John R. Sullivan were appointed to the board of directors of the Company, effective as of the Effective Time.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/ae-20250204.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

Adams Resources & Energy Inc. (AE) filed a Form 8K - Modification to Shareholders Rights - with the U.S Securities and Exchange Commission on February 04, 2025.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Items 2.01, 3.01, and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

In connection with the consummation of the Merger, at the Effective Time, holders of shares of the Company's Common Stock (except as described in Item 2.01) and Company Stock Awards ceased to have any rights in connection with their holding of such securities (other than their right to receive (i) with respect to the Company's Common Stock, the Merger Consideration, as described in the Item 2.01, and (ii) with respect to Company Stock Awards, the consideration described in Item 2.01), all as further described in the Merger Agreement.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/ae-20250204.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.