SC TO-I/A 1 scheduletoiatwo.htm SCHEDULE TO-I/A

 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

SCHEDULE TO
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
 

COVENANT LOGISTICS GROUP, INC.
(Name Of Subject Company (Issuer) And Filing Person (Offeror))
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
22284P105
(CUSIP Number of Class of Securities)

David R. Parker
Chairman and Chief Executive Officer
Covenant Logistics Group, Inc.
400 Birmingham Highway
Chattanooga, Tennessee 37419
(423) 821-1212
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
Heidi Hornung-Scherr, Esq.
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street, Suite 200
Lincoln, Nebraska 68508
(402) 435-3223

CALCULATION OF FILING FEE
 
   
Transaction Valuation*
Amount Of Filing Fee**
$40,000,000
$4,364
 
 
*
The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to $40.0 million in value of shares of the Class A common stock, $0.01 par value per share.
**
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $109.10 per million dollars of the value of the transaction.
 
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
Amount Previously Paid: $4,364
  
Filing Party: Covenant Logistics Group, Inc.
 
Form or Registration No.: Schedule TO-I
  
Date Filed: August 9, 2021
 
☐ 
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
 
☐ 
third-party tender offer subject to Rule 14d-1.
 
☒ 
issuer tender offer subject to Rule 13e-4.
 
☐ 
going-private transaction subject to Rule 13e-3.
 
☐ 
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
 
 
☐ 
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 
☐ 
Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
 

AMENDMENT NO. 2 TO SCHEDULE TO
Covenant Logistics Group, Inc., a Nevada corporation (“Covenant” or the “Company”), hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on August 9, 2021 (together with all amendments and supplements thereto, the “Schedule TO”). The Schedule TO, as amended by this Amendment No. 2 and Amendment No. 1 filed September 7, 2021, relates to the Company’s offer to purchase, up to $40.0 million in value of shares of its Class A common stock, $0.01 par value per share (the “Shares”), at a price not greater than $23.00 nor less than $21.00 per Share, to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 9, 2021 (the “Offer to Purchase”), previously filed as Exhibit (a)(1)(i) to the Schedule TO, and in the related Letter of Transmittal (the “Letter of Transmittal”), previously filed as Exhibit (a)(1)(ii) to the Schedule TO (which, as amended and supplemented from time to time together constitute the “Offer”).
Only those items reported in this Amendment No. 2 are amended or supplemented. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, the Letter of Transmittal, and the other documents that constitute part of the Offer remain unchanged.
All information set forth in the Offer to Purchase, which was previously filed with the Schedule TO, is hereby incorporated by reference except that such information is hereby amended and supplemented to the extent expressly provided herein. Such information amends and supplements the information previously incorporated by reference in this Schedule TO. This Amendment No. 2 should be read in conjunction with the Schedule TO, the Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer, as each may be further amended or supplemented from time to time.
The purpose of this Amendment No. 2 is to amend and supplement the Schedule TO to indicate that, on September 7, 2021, the Company issued a press release announcing the final results of the Offer. Accordingly, Items 11 and 12 of the Schedule TO, which incorporate by reference the information contained in the Schedule TO and the Offer to Purchase, are hereby amended and supplemented as follows:
ITEM 11. ADDITIONAL INFORMATION
Item 11(c) of the Schedule TO is hereby amended and supplemented as follows:
On September 9, 2021, the Company issued a press release announcing the final results of the Offer, which expired at one minute after 11:59 p.m., New York City time, on September 3, 2021. A copy of such press release is filed as Exhibit (a)(5)(iv) to this Schedule TO and is incorporated herein by reference.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
 
(a)(5)(iv)**
  
_____________
 
**   Filed herewith.

SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
 
             
 
 
 
 
 
 
COVENANT LOGISTICS GROUP, INC.
       
Dated: September 9, 2021
 
 
 
 
 
By: /s/ Joey B. Hogan                                        
 
 
 
 
 
 
Name: Joey B. Hogan
 
 
 
 
 
 
Title:   President


EXHIBIT INDEX
(a)(1)(i)*
  
   
(a)(1)(ii)*
  
   
(a)(1)(iii)*
  
   
(a)(1)(iv)*
  
   
(a)(1)(v)*
  
   
(a)(1)(vi)*
  
   
(a)(2)
  
Not applicable.
   
(a)(3)
  
Not applicable.
   
(a)(4)
  
Not applicable.
   
(a)(5)(i)*
  
     
(a)(5)(ii)*
 
     
(a)(5)(iii)*   Press release announcing the preliminary results of the Offer, dated September 7, 2021.
     
(a)(5)(iv)**   Press release announcing the final results of the Offer, dated September 9, 2021.
   
(b)(i)
  
     
(b)(ii)
 

(b)(iii)
 
     
(b)(iv)
 
     
(b)(v)
 
     
(b)(vi)
 
     
(b)(vii)
 
     
(b)(viii)
 
     
(b)(ix)
 
     
(b)(x)
 

(b)(xi)
 
     
(b)(xii)
 
     
(b)(xiii)
 
     
(b)(xiv)
 
     
(b)(xv)
 
     
(b)(xvi)
 
     
(b)(xvii)
 

(b)(xviii)
 
     
(b)(xix)
 
   
(d)(i)
  
   
(d)(ii)
  
   
(d)(iii)
  
   
(d)(iv)
  
   
(d)(v)
  
   
(d)(vi)
  
   
(d)(vii)
  
   
(d)(viii)
  
   
(d)(ix)
  
   
(g)
  
Not applicable.
   
(h)
  
Not applicable.
_____________
*   Previously filed.
** Filed herewith.