M&A - ADAMS RESOURCES & ENERGY, INC.

Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Merger

Type: New

Accession Number: 000000217825000022

Filing Summary: On February 4, 2025, Adams Resources & Energy, Inc. completed a merger with ARE Equity Corporation, following an agreement dated November 11, 2024. Through this merger, ARE Acquisition Corporation, a wholly owned subsidiary of ARE Equity, merged with Adams Resources, making the latter a wholly owned subsidiary of ARE Equity. As part of the merger, each outstanding share of Adams Resources' common stock was converted into cash at $38.00 per share. Additionally, equity awards for time-based and performance-based vesting automatically vested and converted to cash based on the merger consideration. The total cash consideration for the merger amounted to approximately $102 million, and the company plans to delist its shares from the NYSE American after the merger. Changes to the board of directors followed the merger, with several resigning and new members appointed. A new credit agreement was also entered into by the acquiring corporation to finance the merger. The company will cease operations as a reporting company post-merger, intending to file for deregistration under the Securities Exchange Act of 1934.

Form Type: POS AM

Filing Date: 2025-02-04

Corporate Action: Merger

Type: New

Accession Number: 000000217825000029

Filing Summary: On February 4, 2025, Adams Resources & Energy, Inc. filed a Post-Effective Amendment (POS AM) to deregister any securities that were not sold under previously filed Registration Statements (File No. 333-251643 and File No. 333-276105). The Company entered into a Merger Agreement on November 11, 2024, which involved a merger with Tres Energy LLC and ARE Acquisition Corporation, resulting in the Company becoming a wholly owned subsidiary of Tres Energy LLC. The merger became effective on the same date of the filing, leading to the termination of all prior offerings of the Company’s securities and the removal of any unsold securities from registration.

Form Type: POS AM

Filing Date: 2025-02-04

Corporate Action: Merger

Type: New

Accession Number: 000000217825000031

Filing Summary: Adams Resources & Energy, Inc. has filed a Post-Effective Amendment to deregister any unsold securities under previous Registration Statements. The deregistration is a result of the completion of a merger that occurred on February 4, 2025, following an Agreement and Plan of Merger among the company, Tres Energy LLC, and ARE Acquisition Corporation. The merger made the company a wholly owned subsidiary of Tres Energy LLC, and this action terminates all prior offerings of securities registered under Registration Statements 333-251643 and 333-276105 that were filed with the SEC, which had each registered the offer and sale of up to $60 million of common stock. The filing certifies that the company meets the requirements to file on Form S-3.

Form Type: S-8 POS

Filing Date: 2025-02-04

Corporate Action: Merger

Type: New

Accession Number: 000000217825000024

Filing Summary: On February 4, 2025, Adams Resources & Energy, Inc. (the Company) filed a Post-Effective Amendment to deregister unsold securities under two Registration Statements on Form S-8 (Registration No. 333-224916 and 333-265059) following the completion of a merger. This merger, which became effective on the same date, involved a transaction with Tres Energy LLC and ARE Acquisition Corporation, resulting in the Company becoming a wholly owned subsidiary of Tres Energy LLC. As a consequence of the merger, the Company has terminated all offerings of its securities related to the prior registration statements. The amendment serves to remove any unsold securities from registration as of the Effective Date of the merger, ensuring no remaining securities are listed under those Registration Statements.

Form Type: S-8 POS

Filing Date: 2025-02-04

Corporate Action: Merger

Type: Update

Accession Number: 000000217825000027

Filing Summary: On February 4, 2025, Adams Resources & Energy, Inc. filed a post-effective amendment to deregister unsold securities under two previous Form S-8 registration statements, as part of the completion of a merger agreement. The merger was finalized on the same date when a Certificate of Merger was filed, resulting in the Company becoming a wholly owned subsidiary of Tres Energy LLC. The registrations pertained to the 2018 Long-Term Incentive Plan, which included 150,000 shares in each registration dating back to 2018 and 2022. Following the merger, all offerings of securities pursuant to existing registration statements were terminated, leading to the removal of any remaining unsold shares from registration.

Form Type: 8-K

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000000217825000015

Filing Summary: On January 29, 2025, Adams Resources & Energy, Inc. held a virtual special meeting of stockholders. A total of approximately 77.71% of the shares were represented at the meeting. The stockholders voted on three proposals. Proposal 1, regarding the Merger Proposal, which involves the merger of Adams Resources & Energy, Inc. with ARE Acquisition Corporation, was approved with 1,971,685 votes for, 28,443 against, and 359 abstentions. Proposal 2, concerning compensation related to the Merger Agreement, received 1,726,489 votes for, 82,820 against, and 191,178 broker non-votes. Proposal 3, to adjourn the meeting if further proxies were needed for the Merger Proposal, was approved but not necessary as the Merger Proposal passed. The company issued a press release on the preliminary results of the meeting on the same day.

Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000000217825000010

Filing Summary: On January 17, 2025, Adams Resources & Energy, Inc. filed an update related to their ongoing merger process with Tres Energy LLC. This follows the signing of a Merger Agreement on November 11, 2024, where a wholly owned subsidiary of Tres Energy, ARE Acquisition Corporation, would merge with Adams Resources, which would then become a wholly owned subsidiary of Tres Energy. The filing notes that the rights and obligations under the Merger Agreement have been reassigned to ARE Equity Corporation, though Tres Energy retains obligations if ARE Equity does not perform as required. It details the emergence of litigation from stockholders challenging the adequacy of disclosures made in the definitive proxy statement filed on December 20, 2024, regarding the proposed merger. Two complaints have arisen, and the company has received demand letters from multiple stockholders asserting similar claims. The company views these claims as without merit but has decided to provide additional disclosures voluntarily to mitigate potential transaction delays and distractions. These supplemental disclosures will not affect the merger consideration or the meeting schedule for stockholders to vote on the merger, set for January 29, 2025.

Form Type: DEFA14A

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000000217825000012

Filing Summary: On January 17, 2025, Adams Resources & Energy, Inc. reported on its proposed merger with Tres Energy LLC and ARE Acquisition Corporation, following a definitive proxy statement filed on December 20, 2024. The merger would result in Adams becoming a wholly owned subsidiary of Tres Energy. Legal challenges have arisen, with two complaints filed in New York alleging inadequate disclosures concerning the merger, seeking to block the transaction or demanding damages. The company intends to supplement its disclosures in response to these lawsuits but maintains the claims are without merit. The special meeting for stockholder voting is scheduled for January 29, 2025, with no changes in merger consideration or timing anticipated. Additional lawsuits may follow, but disclosure of future litigation will be limited unless material. The company has received multiple demand letters from shareholders regarding similar disclosure concerns, further complicating the merger efforts.

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000000217825000005

Filing Summary: On December 24, 2024, Adams Resources & Energy, Inc. (the 'Company') reported that on November 11, 2024, it entered into a Merger Agreement with Tres Energy LLC ('Parent') and ARE Acquisition Corporation ('Merger Sub'), whereby Merger Sub will merge with the Company, with the Company continuing as a wholly owned subsidiary of Parent. On December 23, 2024, Parent assigned its rights and obligations under the Merger Agreement to ARE Equity Corporation, an affiliate. The assignment involved the contribution of 100% of the equity interests in Merger Sub to ARE Equity Corporation. Parent remains liable for obligations under the Merger Agreement, including paying merger consideration to the Company’s stockholders. This announcement follows the filing of a definitive Proxy Statement regarding the proposed transaction with the SEC on December 20, 2024. Investors are encouraged to read the Proxy Statement and any related documents carefully as they contain important information.

Form Type: DEFA14A

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000000217825000007

Filing Summary: On November 11, 2024, Adams Resources & Energy, Inc. entered into a Merger Agreement with Tres Energy LLC and ARE Acquisition Corporation, where Merger Sub will merge into the Company, making it a wholly owned subsidiary of Parent. As of December 24, 2024, Parent assigned its rights and obligations under the Merger Agreement to ARE Equity Corporation. This assignment involved contributing 100% of the equity interests in Merger Sub to ARE Equity Corporation, which is now a subsidiary of Parent. Following the merger's effective time, the Company will operate as a subsidiary of ARE Equity Corporation. Investors are urged to review the filings related to this transaction, including a definitive Proxy Statement filed on December 20, 2024. The communication emphasized that the merger does not constitute an offer to buy or sell securities and included a caution regarding forward-looking statements related to the merger process and its potential risks.