Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Item 8.01 Other Events.
On September 10, 2021, Echo Global Logistics, Inc.,
a Delaware corporation (the “Company”), issued a press release announcing the entry into an Agreement and Plan of Merger,
dated as of September 9, 2021, by and among Einstein Midco, LLC, a Delaware corporation (“Parent”), Einstein Merger Sub, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, providing for the merger of
Merger Sub with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly owned subsidiary of
Parent. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Important Information for Investors and Stockholders
Important Information and Where to Find it
The proposed acquisition of the Company by
Parent and Merger Sub will be submitted to the stockholders of the Company for approval of the merger agreement by such
stockholders. In connection with the proposed transaction, the Company will file with the Securities and Exchange Commission
(“SEC”) a proxy statement with respect to a meeting of the Company’s stockholders to approve the proposed
transaction. The definitive proxy statement will be mailed to the Company stockholders. The Company also plans to file other
documents with the SEC regarding the proposed transaction. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND
OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors
and stockholders will be able to obtain free copies of the proxy statement and other documents containing important information
about the Company, Parent and Merger Sub, once such documents are filed with the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the
Company’s website at https://ir.echo.com or by contacting Peter M. Rogers, Corporate Secretary, Echo Global
Logistics, Inc. 600 West Chicago Avenue, Suite 725, Chicago Illinois 60654.
Certain Information Regarding Participants
The Company and certain of its directors, executive
officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders
of the Company in connection with the proposed transaction. Information about the directors and executive officers of the Company is set
forth in its Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 26,
2021, and in its proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on April 30, 2021. Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, in the proposed transaction will be contained in the proxy statement and other relevant materials to be filed with
the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
All statements made in this Form 8-K,
other than statements of historical fact, are or may be deemed to be forward-looking statements. These statements are
forward-looking statements under the federal securities laws. We can give no assurance that any future results discussed in these
statements will be achieved. These statements are based on current plans and expectations of Echo Global Logistics, Inc. and
involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from
any future results, performance or achievements expressed or implied by these statements. Actual results could differ materially
from those contained in any forward-looking statement as a result of various factors, including, without limitation:
(1) conditions to the closing of the transaction may not be satisfied and required regulatory approvals may not be
obtained; (2) the transaction may involve unexpected costs, liabilities or delays; (3) the business of the
Company may suffer as a result of uncertainty surrounding the transaction; (4) the outcome of any legal proceedings
related to the transaction; (5) the Company may be adversely affected by other economic, business, legislative, regulatory
and/or competitive factors; (6) the occurrence of any event, change or other circumstances that could give rise to the
termination of the merger agreement; (7) risks that the transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the transaction; (8) the failure to obtain the necessary debt
financing arrangements set forth in the commitment letter received in connection with the transaction; and (9) other risks
to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period
or at all. If the transaction is consummated, the Company’s stockholders will cease to have any equity interest in the Company
and will have no right to participate in its earnings and future growth. Additional factors that may affect the future results of
the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended
December 31, 2020, which are available on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date thereof.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
ECHO GLOBAL LOGISTICS, INC.
|
|
|
|
|
|
|
|
|
|
Dated: September 10, 2021
|
By:
|
/s/ Peter M.
Rogers
|
|
|
Name:
|
Peter M. Rogers
|
|
|
Title:
|
Chief Financial Officer
|
Exhibit 99.1
September 10, 2021
Echo Global Logistics enters into Definitive Merger Agreement to
be acquired by The Jordan Company for $48.25 per share in cash
|
|
·
|
The price represents a premium of 54% over Echo’s share price
on September 9, 2021
|
|
|
·
|
Echo will become a private company with additional resources and greater
flexibility to continue to build its technology and data science platform and enhance its value proposition to shippers and carriers
|
|
|
·
|
The transaction has received the unanimous approval of Echo’s Board of Directors, which recommended that Echo’s stockholders
approve the transaction
|
CHICAGO, IL and NEW YORK, NY, September 10, 2021 – Echo Global
Logistics, Inc. (Nasdaq: ECHO) (“Echo”), a leading provider of technology-enabled transportation and supply chain management
services, today announced that it has entered into a definitive agreement to be acquired by funds managed by The Jordan Company, L.P.
(“TJC”), a global private equity firm, for an equity value of approximately $1.3 billion. Through this transaction, Echo will
become a private company which it expects will provide additional resources and greater flexibility to continue to build its technology
and data science platform and enhance its value proposition to shippers and carriers. Additionally, the transaction will allow Echo to
benefit from the operating capabilities, capital support and sector expertise of The Jordan Company.
Transaction Details
Under the terms of the agreement, Echo stockholders will receive $48.25
per share in cash, which represents a premium of approximately 54% over Echo’s closing share price on September 9, 2021 and a premium
of approximately 32% over Echo’s all time high closing share price on September 10, 2018. Echo believes that the transaction provides
its stockholders with an attractive premium that delivers immediate compelling value for their shares. The definitive agreement was unanimously
approved by Echo’s Board of Directors, which recommended that Echo’s stockholders approve the agreement.
The acquisition is subject to customary closing conditions, including
stockholder approval and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act. The transaction is expected to be completed in the fourth quarter of 2021. The closing is not subject to a financing condition.
“I’m thrilled to partner with TJC as they bring
significant expertise and industry experience to enable Echo to further accelerate our success in the market,” said Doug
Waggoner, Chairman of the Board of Directors and Chief Executive Officer at Echo. “In addition, having an experienced
financial partner, with resources to fund continued growth, will result in a more rapid expansion of Echo’s supply chain
capabilities, including all of the automation planned to enable both our people and our digital freight marketplace.”
“We are impressed with Echo’s people, technology, and business
results, since their founding in 2005, and are excited that Echo’s leadership selected TJC as their partner in this recapitalization,”
said Brian Higgins, head of TJC’s logistics and supply chain vertical. “We strongly support the team’s vision for continued
growth and look forward to partnering with them as we bring expanded financial resources and expertise to accelerate Echo’s technology
leadership that has set the company apart from its competitors.”
Advisors
Morgan Stanley & Co. LLC is serving as exclusive financial advisor
to Echo, and Winston & Strawn LLP is serving as legal counsel to Echo. Citi is serving as financial advisor to TJC and Kirkland &
Ellis LLP is serving as legal counsel to TJC. Credit Suisse AG and Citi will provide financing for the transaction.
About Echo Global Logistics
Echo Global Logistics, Inc. (NASDAQ: ECHO) is a leading Fortune 1000
provider of technology-enabled transportation and supply chain management services. Headquartered in Chicago with more than 30 offices
around the country, Echo offers freight brokerage and Managed Transportation solutions for all major modes, including truckload, partial
truckload, LTL, intermodal, and expedited. Echo maintains a proprietary, web-based technology platform that compiles and analyzes data
from its network of over 50,000 transportation providers to serve 35,000 clients across a wide range of industries and simplify the critical
tasks involved in transportation management. For more information on Echo Global Logistics, visit: www.echo.com.
About The Jordan Company
The Jordan Company (“TJC”), founded in 1982, is a middle-market
private equity firm that has managed funds with original capital commitments in excess of $17 billion since 1987 and a 39-year track record
of investing in and contributing to the growth of many businesses across a wide range of industries, including Consumer & Healthcare;
Industrials; Technology, Telecom & Utility; and Transportation & Logistics. The senior investment team has been investing together
for over 20 years and it is supported by the Operations Management Group, which was established in 1988 to initiate and support operational
improvements in portfolio companies. Headquartered in New York, TJC also has offices in Chicago and Stamford. For more information, please
visit www.thejordancomapny.com.
Additional Information About the Acquisition and Where to Find it
This communication is being made in respect of the proposed transaction
involving Echo and an affiliate of TJC. A stockholder meeting will be announced soon to obtain stockholder approval in connection with
the proposed merger. Echo expects to file with the Securities and Exchange Commission (“SEC”) a proxy statement and other
relevant documents in connection with the proposed merger. The definitive proxy statement will be sent to the stockholders of Echo and
will contain important information about the proposed transaction and related matters. INVESTORS OF ECHO ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ECHO, TJC, AND THE PROPOSED MERGER. Investors may obtain a free copy of these materials and other documents (when they
are available) filed by Echo with the SEC at the SEC’s website at http://www.sec.gov,
at Echo’s website https://ir.echo.com or by contacting Peter M. Rogers, Corporate Secretary, Echo Global Logistics, Inc.,
600 West Chicago Avenue, Suite 725, Chicago, Illinois 60654.
Participation in the Solicitation
Echo and its directors, executive officers and certain other members
of management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the
proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation
of Echo’s stockholders in connection with the proposed merger will be set forth in Echo’s definitive proxy statement for its
stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed
merger will be set forth in the definitive proxy statement when and if it is filed with the SEC in connection with the proposed merger.
Forward-Looking Statements
All statements made in this release, other than statements of historical
fact, are or may be deemed to be forward-looking statements. These statements are forward-looking statements under the federal securities
laws. We can give no assurance that any future results discussed in these statements will be achieved. These statements are based on current
plans and expectations of Echo Global Logistics, Inc. and involve risks, uncertainties and other factors that may cause our actual results,
performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements.
Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including,
without limitation: (1) conditions to the closing of the transaction may not be satisfied and required regulatory approvals may not be
obtained; (2) the transaction may involve unexpected costs, liabilities or delays; (3) the business of Echo may suffer as a
result of uncertainty surrounding the transaction; (4) the outcome of any legal proceedings related to the transaction; (5)
Echo may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (6) the occurrence
of any event, change or other circumstances that could give rise to the termination of the merger agreement; (7) risks that the transaction
disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction; (8) the
failure to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the transaction;
and (9) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected
time period or at all. If the transaction is consummated, the Echo’s stockholders will cease to have any equity interest in Echo
and will have no right to participate in its earnings and future growth. Additional factors that may affect the future results of Echo
are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2020, which are available
on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date thereof.
ECHO: Earnings, Corporate
INVESTOR RELATIONS CONTACTS:
Pete Rogers
Chief Financial Officer
Echo Global Logistics
312-676-4584
Zach Jecklin
SVP of Strategy
Echo Global Logistics
312-784-2046
MEDIA CONTACT:
Christopher Clemmensen
SVP of Marketing
Echo Global Logistics
312-784-2132
