ADAMS RESOURCES & ENERGY, INC. Item 1.01 Entry into a Material Definitive Agreement.
Cadence Credit Facility
On
The Credit Agreement provides for (a) a revolving credit facility that allows
for borrowings up to
The Credit Agreement replaces the Borrowers' prior
For each borrowing under the Revolving Credit Facility, the applicable Borrower
may elect whether such loans bear interest at (i) the Base Rate plus Applicable
Margin for Base Rate Loans; or (ii) Term SOFR plus the Applicable Margin for
SOFR Loans. The Base Rate is the highest of (a) the Prime Rate, (b) the Federal
Funds Rate plus 0.5% and (c) Adjusted Term SOFR for a one month tenor in effect
on the date of determination plus 1.0%. The Applicable Margin to be added to a
Base Rate borrowing under either (a), (b) or (c) in the preceding sentence is an
amount determined quarterly between 1.00% and 2.00% depending on the Company's
consolidated total leverage ratio. The Applicable Margin to be added to a Term
SOFR borrowing under the Revolving Credit Facility is an amount determined
quarterly between 2.00% and 3.00% depending on the Company's consolidated total
leverage ratio. A commitment fee of 0.25% per annum accrues on the daily average
unused amount of the commitments of the Lenders under the Revolving Credit
Facility. The Company may obtain letters of credit under the Revolving Credit
Facility up to a maximum amount of
The Term Loan amortizes on a 10 year schedule with quarterly payments beginning
Pursuant to the terms of the Credit Agreement, Adams is required to maintain
compliance with the following financial covenants on a pro forma basis, after
giving effect to any borrowings (in each case commencing with the fiscal quarter
ending
The Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants. The affirmative covenants require Adams to provide the Lenders with certain financial statements, business plans, compliance certificates and other documents and reports and to comply with certain laws. The negative covenants restrict each of the Borrowers' ability to incur additional indebtedness, create additional
2
--------------------------------------------------------------------------------
liens on its assets, make certain investments, dispose of its assets or engage in a merger or other similar transaction or engage in transactions with affiliates, subject, in each case, to the various exceptions and conditions . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated into this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
On
•Clarify that stockholder meetings and board meetings may be held by means of remote communication;
•Provide that notice of a stockholder meeting will be provided between 10 and 60
days (formerly 50 days) prior to the meeting, which is the period permitted by
3
--------------------------------------------------------------------------------
•Reflect updates to requirements about stockholder lists at stockholder meetings and meeting adjournment notices, consistent with recent amendments to the Delaware General Corporation Law;
•Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of stockholder proposals (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) made in connection with annual and special meetings of stockholders, including:
•Requiring advance notice by a stockholder wishing to submit a stockholder
proposal for consideration at an annual meeting, to be delivered to the Company
in most cases not less than 90 days nor more than 120 days before the
anniversary of the prior year's meeting, which notice must include certain
information about the stockholder proponent, any material interest of such
stockholder in the matter, and any agreements such stockholder has with other
parties and, in the case of a stockholder seeking to nominate a director,
information about the proposed nominee, and a representation whether the
stockholder intends to solicit proxies under the new "universal proxy" rules
adopted by the
•Requiring any stockholder-nominated director candidate to provide the Company with certain information in questionnaires, with a representation and agreement stating, among other things, that he or she has not given any commitment or assurance that he or she will vote a certain way on any matter, and agreeing to comply with board policies in place that apply to directors;
•Outline procedures to be followed at a special meeting called by stockholders and the required form and content of a request for a special meeting by stockholders;
•Provide that no special meeting called by a stockholder shall be held if, among other things, the request does not comply with the Bylaws or applicable law or if an identical or substantially similar item of business is included in the Company's notice of an annual or special meeting that has been called but has not yet been held or that is called for a date within 90 days of the stockholder's request for a special meeting, or if an identical or substantially similar item was presented at an annual or special meeting of stockholders held not more than 12 months before the request for a special meeting, or not more than 120 days before the request in the case of election or removal of directors and certain related matters;
•Address the establishment of a record date for determining the stockholders entitled to act by written consent, and the appointment of an inspector of elections to confirm the validity of any action by written consent of stockholders;
•Simplify the description of the duties of certain officers;
•Provide more detailed provisions about establishing record dates for determining stockholders entitled to receive notice of a stockholder meeting, to vote at a meeting, or to receive dividends or other distributions;
•Include a
•Include a federal forum selection provision for claims asserting a cause of action under the Securities Act of 1933, as amended; and
•Provide that the vote required in order for stockholders to approve amendments to the Bylaws is the majority of the outstanding stock entitled to vote on the matter.
4
--------------------------------------------------------------------------------
The foregoing general description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws set forth in Exhibit 3.2 to this Form 8-K and incorporated in this Item by reference.
Item 8.01. Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.2 Amended and Restated Bylaws of Adams Resources & Energy, Inc.
10.1 Credit Agreement dated October 27, 2022 by and among Adams Resources & Energy,
Inc. , GulfMark Asset Holdings, LLC , Service Transport Company , and Cadence Bank,
as administrative agent, swingline lender and issuing lender, and the other
lenders party thereto.
10.2 Stock Repurchase Agreement dated October 31, 2022 by and among Adams Resources &
Energy, Inc. , KSA Industries, Inc. and the other parties identified as sellers
therein.
99.1 Press Release dated November 1, 2022 .
104 Cover Page Interactive Data File - the cover page interactive data file does not
appear in the Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document.
5--------------------------------------------------------------------------------
© Edgar Online, source
