Arcbest Corp 8-K, filed Nov 1, 2021
Arcbest Corp /Tx/ (ARCB)
About this 8-K
Arcbest Corp filed this 8-K on November 1, 2021.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
June 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2021 (
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ITEM 2.01 – completion of acquisition or disposition of assets
On November 1, 2021 (the “Closing Date”), ArcBest® (Nasdaq: ARCB) (the “Company,” “we,” us,” or “our”) completed the previously announced acquisition of MoLo Solutions, LLC (“MoLo”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 29, 2021 (the “Transaction”). As a result of the Transaction, Simba Sub, LLC, a wholly owned subsidiary of the Company, merged with and into MoLo, with MoLo surviving the merger as an indirect wholly owned subsidiary of the Company.
On the Closing Date, the Company paid aggregate initial consideration of $235.0 million, subject to certain post-closing adjustments which were estimated at closing and will be finalized post-closing, using cash from its cash reserves. The Merger Agreement also provides for certain additional cash consideration to be paid by the Company based on targets for each of the years ended December 31, 2023, 2024 and 2025, as further described in the Company’s Current Report on Form 8-K filed on September 29, 2021.
The Merger Agreement is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 29, 2021 and is incorporated herein by reference.
ITEM 7.01 – Regulation FD Disclosure
On November 1, 2021, the Company issued a press release announcing the completion of the Transaction. The press release is furnished herewith as Exhibit 99.1.
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
The Company will provide the financial statements required to be filed under Item 9.01 of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.
(b) Pro forma financial information.
The Company will provide any pro forma financial information required to be filed under Item 9.01 of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.
Exhibit No. | | Description of Exhibit |
| | |
99.1* | | |
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 |
*Furnished herewith.
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.
| | | ARCBEST CORPORATION |
| | | |
| | | (Registrant) |
| | | |
Date: | November 1, 2021 | | /s/ Michael R. Johns |
| Michael R. Johns | ||
| Vice President – General Counsel | ||
| and Corporate Secretary | ||
Exhibit 99.1
Investor Relations Contact: David Humphrey
Title: Vice President – Investor Relations
Phone: 479-785-6200
Email: dhumphrey@arcb.com
ArcBest® Announces Closing of the MoLo Solutions Purchase
FORT SMITH, Ark., November 1, 2021 – ArcBest® (Nasdaq: ARCB), a leader in supply chain logistics, today announced that it has finalized the previously announced acquisition of MoLo Solutions, LLC (“MoLo”), a Chicago-based truckload freight brokerage, effective November 1, 2021.
About ArcBest
ArcBest® (Nasdaq: ARCB) is a multibillion-dollar integrated logistics company that helps keep the global supply chain moving. Founded in 1923 and now with over 14,000 employees across more than 250 campuses and service centers, the company is a logistics powerhouse, fueled by the simple notion of finding a way to get the job done. Through innovative thinking, agility and trust, ArcBest leverages their full suite of shipping and logistics solutions to meet customers’ critical needs, each and every day. For more information, visit arcb.com.
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