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Transaction Valuation*
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Amount Of Filing Fee**
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$40,000,000
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$4,364
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*
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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.
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**
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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.
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☐
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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.
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Amount Previously Paid:
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N/A
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Filing Party:
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N/A
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Form or Registration No.:
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N/A
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Date Filed:
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N/A
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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☐
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third-party tender offer subject to Rule 14d-1.
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☒
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issuer tender offer subject to Rule 13e-4.
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☐
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going-private transaction subject to Rule 13e-3.
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☐
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amendment to Schedule 13D under Rule 13d-2.
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☐
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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☐
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
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(a)(1)(i)*
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(a)(1)(ii)*
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(a)(1)(iii)*
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(a)(1)(iv)*
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(a)(1)(v)*
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(a)(1)(vi)*
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(a)(2)
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Not applicable.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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(a)(5)(i)*
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(a)(5)(ii)*
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(b)(i)
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(b)(ii)
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(b)(iii)
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(b)(iv)
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(b)(v)
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(b)(vi)
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(b)(vii)
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(b)(viii)
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(b)(ix)
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(b)(x)
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(b)(xi)
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(b)(xii)
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(b)(xiii)
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(b)(xiv)
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(b)(xv)
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(b)(xvi)
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(b)(xvii)
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(b)(xviii)
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(b)(xix)
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(d)(i)
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(d)(ii)
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(d)(iii)
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(d)(iv)
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(d)(v)
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(d)(vi)
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(d)(vii)
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(d)(viii)
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(d)(ix)
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(g)
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Not applicable.
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(h)
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Not applicable.
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COVENANT LOGISTICS GROUP, INC.
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Dated: August 9, 2021
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By: /s/ Joey B. Hogan
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Name: Joey B. Hogan
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Title: President
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(a)(1)(i)*
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(a)(1)(ii)*
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(a)(1)(iii)*
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(a)(1)(iv)*
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(a)(1)(v)*
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(a)(1)(vi)*
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(a)(2)
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Not applicable.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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(a)(5)(i)*
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(a)(5)(ii)*
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(b)(i)
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(b)(ii)
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(b)(iii)
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(b)(iv)
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(b)(v)
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(b)(vi)
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(b)(vii)
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(b)(viii)
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(b)(ix)
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(b)(x)
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(b)(xi)
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(b)(xii)
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(b)(xiii)
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(b)(xiv)
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(b)(xv)
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(b)(xvi)
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(b)(xvii)
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(b)(xviii)
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(b)(xix)
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(d)(i)
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(d)(ii)
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(d)(iii)
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(d)(iv)
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(d)(v)
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(d)(vi)
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(d)(vii)
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(d)(viii)
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(d)(ix)
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(g)
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Not applicable.
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(h)
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Not applicable.
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 3, 2021, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). |
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•
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if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and request that the nominee tender your Shares for you. Beneficial owners
should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should
contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer;
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•
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if you hold certificates registered in your own name, complete and sign a Letter of Transmittal according to its Instructions, and deliver it, together with any required signature guarantees, the certificates
for your Shares and any other documents required by the Letter of Transmittal, to Computershare Trust Company, N.A., the Depositary for the Offer;
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•
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if you are an institution participating in The Depository Trust Company, which we call the “Book-Entry Transfer Facility” in this Offer to Purchase, tender your Shares according to the procedure for
book-entry transfer described in Section 3;
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•
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if you hold restricted stock, you may only tender Shares represented by such interests that are fully vested and not subject to lapse restrictions prior to the Expiration Date; and
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•
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if you hold Shares within the 401(k) Plan, you must follow the procedures described in the separate instructions that you will receive and accept the Offer by 5:00 p.m.,
New York City time, on Wednesday, September 1, 2021.
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Page
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ii
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x
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1
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6
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11
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28
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29
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•
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no legal action shall have been threatened, pending or taken that might, in our reasonable judgment, adversely affect the Offer;
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•
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no general suspension of trading in, or general limitation on prices for, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking
moratorium or any suspension of payments in respect of banks in the United States shall have occurred;
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•
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no decrease of more than 10% in the market price of the Shares or in the general level of market prices for equity securities in the New York Stock Exchange Index, the Dow Jones Industrial Average, the NASDAQ
Global Market Composite Index or Standard & Poor’s Composite Index of 500 Industrial Companies measured from the close of trading on August 6, 2021, the last full trading day prior to the commencement of the Offer, shall have occurred;
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•
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no commencement of a war, armed hostilities or other national or international calamity, including, but not limited to, any outbreak of a pandemic or contagious disease or an act of terrorism, shall have
occurred directly involving the United States on or after August 9, 2021, or any material escalation, on or after August 9, 2021, of any war, armed hostilities or other national or international calamity directly involving the United
States that had commenced prior to August 9, 2021 (including the COVID-19 pandemic, to the extent that there is any material adverse development related thereto on or after August 9, 2021), shall have occurred which in our reasonable
judgment is or may be materially adverse to us or otherwise makes it inadvisable for us to proceed with the Offer;
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•
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no limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, could materially affect, the extension of
credit by banks or other lending institutions in the United States;
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•
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no changes in the general political, market, economic or financial conditions, domestically or internationally, that are reasonably likely to materially and adversely affect our business or the trading in the
Shares shall have occurred;
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•
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no change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the Offer;
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•
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no person shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended or shall have proposed, announced or taken certain actions that could lead
to the acquisition of us or a change of control transaction;
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•
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no material adverse change in our business, condition (financial or otherwise), assets, income, operations or prospects shall have occurred during the Offer;
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•
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any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Offer shall have been obtained on terms satisfactory to us in our
reasonable discretion; and
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•
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we shall not have determined that as a result of the consummation of the Offer and the purchase of Shares that there will be a reasonable likelihood that the Shares either (1) will be held of record by fewer
than 300 persons or (2) will be delisted from the NASDAQ or be eligible for deregistration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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•
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if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and request that the nominee tender your Shares for you. Beneficial owners
should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should
contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer;
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•
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if you hold certificates registered in your own name, complete and sign a Letter of Transmittal according to its instructions, and deliver it, together with any required signature guarantees, the certificates
for your Shares and any other documents required by the Letter of Transmittal, to the Depositary at the address appearing on the back cover page of this Offer to Purchase;
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•
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if you are an institution participating in the Book-Entry Transfer Facility, tender your Shares according to the procedure for book-entry transfer described in Section 3;
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•
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if you hold restricted stock, you may only tender Shares represented by such interests that are fully vested and not subject to lapse restrictions prior to the Expiration Date; and
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•
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if you hold Shares within the 401(k) Plan, you must follow the procedures described in the separate instructions that you will receive and accept the Offer by 5:00 p.m., New York City time, on Wednesday,
September 1, 2021.
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•
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first, we will purchase all Odd Lots (as defined in Section 1) of less than 100 Shares at the Final Purchase Price from stockholders who properly tender all of their
Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not
qualify for this preference);
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•
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second, after purchasing all the Odd Lots that were properly tendered at or below the Purchase Price, subject to the conditional tender provisions described in
Section 6 (whereby a holder may specify a minimum number of such holder’s Shares that must be purchased if any such Shares are purchased), we will purchase all Shares properly tendered at or below the Final Purchase Price on a pro rata
basis with appropriate adjustment to avoid purchases of fractional Shares; and
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•
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third, only if necessary to permit us to purchase $40.0 million in value of Shares (or such greater amount as we may elect to pay, subject to applicable law), we will
purchase Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Final Purchase Price, by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose Shares
are conditionally tendered must have tendered all of their Shares. Random lot would be facilitated by the Company.
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•
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our ability to complete the Offer;
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•
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the price and time at which we may make any additional Share repurchases following completion of the Offer and the number of Shares acquired in such repurchases;
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•
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our business is subject to economic, credit, business, and regulatory factors affecting the truckload industry that are largely beyond our control;
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•
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we may not be successful in achieving our strategic plan;
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•
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we operate in a highly competitive and fragmented industry;
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we may not grow substantially in the future and we may not be successful in improving our profitability;
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•
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we may not make acquisitions in the future, or if we do, we may not be successful in our acquisition strategy;
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•
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increases in driver compensation or difficulties attracting and retaining qualified drivers could have a materially adverse effect on our profitability and the ability to maintain or grow our fleet;
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our engagement of independent contractors to provide a portion of our capacity exposes us to different risks than we face with our tractors driven by company drivers;
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•
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we derive a significant portion of our revenues from our major customers;
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•
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fluctuations in the price or availability of fuel, the volume and terms of diesel fuel purchase commitments, surcharge collection, and hedging activities may increase our costs of operation;
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we depend on third-party providers, particularly in our Managed Freight segment;
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•
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we depend on the proper functioning and availability of our management information and communication systems and other information technology assets (including the data contained therein) and a system failure
or unavailability, including those caused by cybersecurity breaches, or an inability to effectively upgrade such systems and assets could cause a significant disruption to our business;
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•
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if we are unable to retain our key employees, our business, financial condition, and results of operations could be harmed;
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•
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seasonality and the impact of weather and other catastrophic events affect our operations and profitability;
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we self-insure for a significant portion of our claims exposure, which could significantly increase the volatility of, and decrease the amount of, our earnings;
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our self-insurance for auto liability claims and our use of captive insurance companies could adversely impact our operations;
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we have experienced, and may experience additional, erosion of available limits in our aggregate insurance policies;
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we may experience additional expense to reinstate insurance policies due to liability claims;
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we operate in a highly regulated industry;
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if our independent contractor drivers are deemed by regulators or judicial process to be employees, our business, financial condition, and results of operations could be adversely affected;
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developments in labor and employment law and any unionizing efforts by employees could have a materially adverse effect on our results of operations;
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the Compliance Safety Accountability program adopted by the Federal Motor Carrier Safety Administration could adversely affect our profitability and operations, our ability to maintain or grow our fleet, and
our customer relationships;
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an unfavorable development in the Department of Transportation safety rating at any of our motor carriers could have a materially adverse effect on our operations and profitability;
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compliance with various environmental laws and regulations;
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changes to trade regulation, quotas, duties, or tariffs;
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litigation may adversely affect our business, financial condition, and results of operations;
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our Credit Facility and other financing arrangements contain certain covenants, restrictions, and requirements, and we may be unable to comply with such covenants, restrictions, and requirements;
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in the future, we may need to obtain additional financing that may not be available or, if it is available, may result in a reduction in the percentage ownership of our stockholders;
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our indebtedness and finance and operating lease obligations could adversely affect our ability to respond to changes in our industry or business;
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our profitability may be materially adversely impacted if our capital investments do not match customer demand or if there is a decline in the availability of funding sources for these investments;
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increased prices for new revenue equipment, design changes of new engines, future uses of autonomous tractors, volatility in the used equipment market, decreased availability of new revenue equipment, and the
failure of manufacturers to meet their sale or trade-back obligations to us could have a materially adverse effect on our business, financial condition, results of operations, and profitability;
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•
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our 49% owned subsidiary, Transport Enterprise Leasing, faces certain additional risks particular to its operations, any one of which could adversely affect our operating results;
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we may incur additional charges in connection with the disposition of substantially all of the operations and assets of Transport Financial Services, which could have a material adverse effect on our results
of operations, cash flows, available liquidity, and total indebtedness;
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we could determine that our goodwill and other intangible assets are impaired, thus recognizing a related loss;
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our Chairman of the Board and Chief Executive Officer and his wife control a large portion of our stock and have substantial control over us, which could limit other stockholders' ability to influence the
outcome of key transactions, including changes of control;
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provisions in our charter documents or Nevada law may inhibit a takeover, which could limit the price investors might be willing to pay for our Class A common stock;
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the market price of our Class A common stock may be volatile;
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if we fail to maintain effective internal control over financial reporting in the future, there could be an elevated possibility of a material misstatement, and such a misstatement could cause investors to
lose confidence in our financial statements, which could have a material adverse effect on our stock price; and
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we could be negatively impacted by the COVID-19 outbreak or other similar outbreaks.
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1.
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•
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first, we will purchase all Odd Lots (as defined in Section 1) of less than 100 Shares at the Final Purchase Price from stockholders who properly tender all of their
Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not
qualify for this preference);
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•
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second, after purchasing all the Odd Lots that were properly tendered at or below the Purchase Price, subject to the conditional tender provisions described in
Section 6 (whereby a holder may specify a minimum number of such holder’s Shares that must be purchased if any such Shares are purchased), we will purchase all Shares properly tendered at or below the Final Purchase Price on a pro rata
basis with appropriate adjustment to avoid purchases of fractional Shares; and
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•
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third, only if necessary to permit us to purchase $40.0 million in value of Shares (or such greater amount as we may elect to pay, subject to applicable law), we will
purchase Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Final Purchase Price, by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose Shares
are conditionally tendered must have tendered all of their Shares. Random lot would be facilitated by the Company.
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2.
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any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;
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any purchase, sale or transfer of an amount of our assets or any of our subsidiaries’ assets which is material to us and our subsidiaries, taken as a whole;
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any material change in our present dividend policy, our indebtedness or capitalization;
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•
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any material change in our present Board of Directors or management or any plans or proposals to change the number or the terms of directors (although we may fill vacancies arising on the Board of Directors)
or to change any material term of the employment contract of any executive officer;
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•
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any material change in our corporate structure or business;
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any class of our equity securities becoming delisted from the NASDAQ, or ceasing to be authorized to be quoted on the NASDAQ;
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any class of our equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act;
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the termination or suspension of our obligation to file reports under 15(d) of the Exchange Act;
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the acquisition or disposition by any person of our securities, other than pursuant to our share repurchase program and the grant of restricted stock or stock options to employees in the ordinary course of
business; or
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any changes in our articles of incorporation, bylaws or other governing instruments or other actions that could impede the acquisition of control of us.
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3.
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the Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this Section 3, will include any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of the Shares) tendered and such holder has not completed either the section entitled “Special Payment Instructions” or the section entitled “Special Delivery Instructions” in the Letter of
Transmittal; or
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Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or an
“eligible guarantor institution,” as the term is defined in Exchange Act Rule 17Ad–15, each of the foregoing constituting an “Eligible Institution.” See Instruction 1 of the Letter of Transmittal.
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one of (a) certificates for the Shares or (b) a timely confirmation of the book-entry transfer of the Shares into the Depositary’s account at the Book-Entry Transfer Facility as described below;
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one of (a) a properly completed and duly executed Letter of Transmittal, including any required signature guarantees or (b) an Agent’s Message (as defined below) in the case of a book-entry transfer; and
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any other documents required by the Letter of Transmittal.
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your tender is made by or through an Eligible Institution;
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a properly completed and duly executed Notice of Guaranteed Delivery in the form we have provided is received by the Depositary, as provided below, prior to the Expiration Date; and
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the Depositary receives at the address listed on the back cover of this Offer to Purchase and within the period of two NASDAQ trading days after the date of execution of that Notice of Guaranteed Delivery,
either: (i) the certificates representing the Shares being tendered, in the proper form for transfer, together with all other required documents and a Letter of Transmittal, which has been properly completed and duly executed and includes
all signature guarantees required; or (ii) confirmation of book-entry transfer of the Shares into the Depositary’s account at the Book-Entry Transfer Facility, together with all other required documents and either a Letter of Transmittal,
which has been properly completed and duly executed and includes all signature guarantees required, or an Agent’s Message.
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4.
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5.
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determine the Final Purchase Price, taking into account the number of Shares so tendered and the prices specified, or deemed specified, by tendering stockholders; and
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accept for payment and pay for (and thereby purchase) Shares properly tendered at prices at or below the Final Purchase Price and not properly withdrawn. We intend to purchase Shares having an aggregate value
of $40.0 million and may increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without extending the Offer. However, if we purchase an additional number of Shares in excess of 2% of the
outstanding Shares, we will amend and extend the Offer to the extent required by applicable law. See Section 14.
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certificates for Shares or a timely confirmation of a book-entry transfer of Shares into the Depositary’s account at the Book-Entry Transfer Facility;
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a properly completed and duly executed Letter of Transmittal or an Agent’s Message in the case of book-entry transfer; and
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any other documents required.
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6.
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7.
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there has been any action threatened, pending or taken, including any settlement, or any approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, invoked, proposed,
sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries, including any settlement, by any court, government or governmental, regulatory or administrative authority,
agency or tribunal, domestic, foreign or supranational, that, in our reasonable judgment, seeks to or could directly or indirectly:
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challenges or seeks to challenge, make illegal, or delay or otherwise directly or indirectly restrain, prohibit or otherwise affect the consummation of the Offer, the acquisition of some or all of the Shares
pursuant to the Offer or otherwise relates in any manner to the Offer;
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make the acceptance for payment of, or payment for, some or all of the Shares illegal or otherwise restrict or prohibit consummation of the Offer;
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materially impair the contemplated benefits of the Offer to us;
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delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the Shares to be purchased pursuant to the Offer; or
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|
|
materially and adversely affect our or our subsidiaries’ or our affiliates’ business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or otherwise materially impair our
ability to purchase some or all of the Shares pursuant to the Offer;
|
|
•
|
|
any change in the general political, market, economic or financial conditions, domestically or internationally, that could, in our reasonable judgment, be expected to materially and adversely affect our or
our subsidiaries’ business, properties, assets, liabilities, capitalization, stockholders’ equity, condition (financial or otherwise), operations, results of operations or prospects, or otherwise materially impair the contemplated future
conduct of our or our subsidiaries’ business, including, but not limited to, the following:
|
|
•
|
|
any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market;
|
|
•
|
|
the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;
|
|
•
|
|
a decrease of more than 10% in the market price of the Shares or in the general level of market prices for equity securities in the New York Stock Exchange Index, the Dow Jones
Industrial Average, the NASDAQ Global Market Composite Index or Standard & Poor’s Composite Index of 500 Industrial Companies, in each case measured from the close of trading on August 6, 2021 the last trading day prior to the
commencement of the Offer;
|
|
•
|
|
any commencement of a war, armed hostilities or other national or international calamity, including, but not limited to, any outbreak of a pandemic or contagious disease or an act of terrorism, shall have
occurred directly involving the United States on or after August 9, 2021, or any material escalation, on or after August 9, 2021, of any war, armed hostilities or other national or international calamity directly involving the United
States that had commenced prior to August 9, 2021 (including the COVID-19 pandemic, to the extent that there is any material adverse development related thereto on or after August 9, 2021);
|
|
•
|
|
any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, could materially affect, the extension of
credit by banks or other lending institutions in the United States;
|
|
•
|
|
any change in the general political, market, economic or financial conditions, domestically or internationally, that is reasonably likely to materially and adversely affect our business or the trading in the
Shares; or
|
|
•
|
|
in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;
|
|
•
|
|
a tender or exchange offer for any or all of the Shares (other than the Offer), or any merger, acquisition, business combination or other similar transaction with or involving us or any subsidiary, has been
proposed, announced or made by any person or has been publicly disclosed;
|
|
•
|
|
there has been any legislation amending the Internal Revenue Code of 1986, as amended, that has passed either the U.S. House of Representatives or the Senate or otherwise is pending before the U.S. House of
Representatives or the Senate or any committee thereof, the effect of which would be to change the U.S. federal income tax consequences of the consummation of the Offer in any matter that, in our reasonable judgment, could adversely affect
us or any of our subsidiaries’ business, properties, assets, liabilities, capitalization, stockholders’ equity, condition (financial or otherwise), operations, results of operations or prospects, or otherwise materially impair the
contemplated future conduct of our or our subsidiaries’ business;
|
|
•
|
|
we learn that:
|
|
•
|
|
any entity, “group” (as that term is used in Section 13(d)(3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding Shares, whether through
the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before August 6, 2021);
|
|
•
|
|
any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before August 6, 2021, has acquired or proposes to acquire, whether through the acquisition of stock, the formation
of a group, the grant of any option or right, or otherwise (other than by virtue of the Offer made hereby), beneficial ownership of an additional 2% or more of the outstanding Shares;
|
|
•
|
|
any new group has been formed that beneficially owns more than 5% of our outstanding Shares (options for and other rights to acquire Shares that are acquired or proposed to be acquired being deemed to be
immediately exercisable or convertible for purposes of this clause);
|
•
|
|
any change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the Offer;
|
|
•
|
|
any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of the Shares, or has
made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our or their respective assets or securities; or
|
|
•
|
|
any change or changes have occurred or are threatened in our or our subsidiaries’ or affiliates’ business, condition (financial or otherwise), properties, assets, income, operations or prospects that, in our
reasonable judgment, has or could have a material adverse effect on us or any of our subsidiaries or affiliates or the benefits of the Offer to us;
|
|
•
|
|
any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Offer shall not have been obtained on terms satisfactory to us in our
reasonable discretion;
|
|
•
|
|
any statute, rule, regulation, judgment, decree injunction or order (preliminary, permanent or otherwise) has been proposed, sought, enacted, entered, promulgated, enforced or deemed to be applicable to the
Offer or us or any of our subsidiaries by any court, government or governmental agency or other regulatory or administrative authority, domestic or foreign, which, in our reasonable judgment:
|
•
|
|
indicates that any approval or other action of any such court, agency, or authority may be required in connection with the Offer or the purchase of Shares thereunder;
|
•
|
|
could be expected to prohibit, restrict or delay consummation of the Offer; or
|
•
|
|
otherwise could be expected to materially and adversely affect the business, properties, assets, liabilities, capitalization, stockholders’ equity, financial condition, operations, results of operations or
prospects of us to our subsidiaries;
|
|
•
|
|
any change or changes have occurred or are threatened in our or our subsidiaries’ business, properties, assets, liabilities, capitalization, stockholders’ equity, condition (financial or otherwise),
operations, results of operations or prospects that, in our reasonable judgment, has or could be expected to have a material adverse effect on us or our subsidiaries, or on the trading in the Shares, or on the benefits we expect to receive
from the Offer; or
|
|
•
|
|
we determine that the consummation of the Offer and the purchase of the Shares may (1) cause the Shares to be held of record by fewer than 300 persons, or (2) cause the Shares to be delisted from the NASDAQ
or to be eligible for deregistration under the Exchange Act.
|
8.
|
2019:
|
|||||||||
First Quarter
|
$
|
24.64
|
|
$
|
18.50
|
||||
Second Quarter
|
$
|
20.69
|
|
$
|
13.29
|
||||
Third Quarter
|
$
|
18.30
|
|
$
|
13.49
|
||||
Fourth Quarter
|
$
|
16.90
|
|
$
|
12.60
|
||||
2020:
|
|||||||||
First Quarter
|
$
|
15.75
|
|
$
|
8.67
|
||||
Second Quarter
|
$
|
14.43
|
|
$
|
6.61
|
||||
Third Quarter
|
$
|
20.44
|
|
$
|
13.85
|
||||
Fourth Quarter
|
$
|
19.94
|
|
$
|
13.68
|
||||
2021:
|
|||||||||
First Quarter
|
$
|
21.15
|
|
$
|
14.36
|
||||
Second Quarter
|
$
|
23.70
|
|
$
|
19.08
|
||||
Third Quarter (through August 6, 2021) |
$ |
21.31 |
$ |
18.71 |
9.
|
10.
|
|
•
|
|
our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March
5, 2021, and Amendment No. 1 to our Annual Report on Form 10-K/A, filed with the SEC on April 6, 2021;
|
|
•
|
|
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May
10, 2021;
|
|
•
|
|
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on
August 5, 2021;
|
|
•
|
|
our Current Reports on Form 8-K filed with the SEC on January 26, 2021 (solely the 8-K that includes Item 5.02),
February 19, 2021, April 8, 2021, May 24, 2021, July 8, 2021 and August 9, 2021; and
|
|
•
|
|
Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 16, 2021.
|
11.
|
Name and Address of Beneficial Owner(1)
|
Amount and Nature of Beneficial
Ownership(2)
|
Percent of Class A common stock
|
||||||
David R. Parker & Jacqueline F. Parker
|
1,712,852
|
(3)(4)
|
11.7
|
%
|
||||
Joey B. Hogan
|
217,770
|
(5)
|
1.5
|
%
|
||||
M. Paul Bunn
|
65,085
|
(6)
|
*
|
|||||
Samuel F. Hough
|
76,535
|
(7)
|
*
|
|||||
James S. Grant III
|
3,118
|
(8)
|
*
|
|||||
Robert E. Bosworth
|
107,034
|
(9)
|
*
|
|||||
Dr. Benjamin Carson Sr.
|
—
|
(10)
|
—
|
|||||
D. Michael Kramer
|
5,815
|
(11)
|
*
|
|||||
Bradley A. Moline
|
63,358
|
(12)
|
*
|
|||||
Rachel Parker-Hatchett
|
78,289
|
(13)
|
*
|
|||||
Herbert J. Schmidt
|
21,500
|
(14)
|
*
|
|||||
W. Miller Welborn
|
19,878
|
(15)
|
*
|
|||||
BlackRock, Inc.
|
1,459,869
|
(16)
|
10.0
|
%
|
||||
Dimensional Fund Advisors LP
|
1,243,310
|
(17)
|
8.5
|
%
|
||||
Gregory Willet, as Trust Protector and Investment Manager
|
1,000,000
|
(18)
|
6.8
|
%
|
||||
All directors and executive officers as August 5, 2021 as a group (12 persons)
|
2,371,234
|
16.1
|
%
|
*
|
Less than one percent (1%).
|
|
(1)
|
The business address of Mr. and Mrs. Parker and the other directors and executive officers is 400 Birmingham Highway, Chattanooga, Tennessee 37419. The business addresses of the remaining entities listed
in the table above are as follows: (i) BlackRock, Inc., 55 East 52nd Street, New York, NY 10055; (ii) Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, Texas 78746; and (iii) Gregory Willett, as Trust Protector and
Investment Manager, 605 Chestnut Street, Suite 1700, Chattanooga, Tennessee 37450.
|
|
(2)
|
Beneficial ownership includes sole voting power and sole investment power with respect to such shares unless otherwise noted and subject to community property laws where applicable.
|
|
(3)
|
Comprised of 1,220,871 Shares owned by Mr. and Mrs. Parker as joint tenants with rights of survivorship; 165,049 Shares owned by Mr. Parker; 70,311 shares of restricted Class A common stock with voting
rights; and 39,987 Shares allocated to the account of Mr. Parker under our 401(k) Plan (the number of shares reported as beneficially owned is equal to Mr. Parker's August 5, 2021 account balance in the employer stock fund under our
401(k) Plan divided by the closing market price on such date); and 216,634 shares of Class A common stock owned by Mr. Parker’s deceased mother’s estate, over which Mr. Parker serves as co-executor, but as to which he expressly
disclaims beneficial ownership. The restricted Class A common stock is subject to vesting and, in certain circumstances, holding provisions.
|
|
(4)
|
Mr. and Mrs. Parker hold 11.7% of shares of Class A and 100% of shares of Class B common stock. The Class A common stock is entitled to one vote per share, and the Class B common stock is entitled to two
votes per share. Mr. and Mrs. Parker beneficially own shares of Class A and Class B common stock with 33.2% of the voting power of all outstanding voting shares.
|
(5)
|
Comprised of 48,887 Shares owned by Mr. Hogan and Melinda J. Hogan as joint tenants, 29,956 shares of Class A common stock owned by Mr. Hogan, 58,593 shares of restricted Class A common stock with voting
rights, and 80,334 Shares owned by Mr. Hogan in our 401(k) Plan (the number of shares reported as beneficially owned is equal to Mr. Hogan's August 5, 2021 account balance in the employer stock fund under our 401(k) Plan divided by the
closing market price on such date). The restricted Class A common stock is subject to vesting and, in certain circumstances, holding provisions.
|
(6)
|
Comprised of 30,847 Shares owned directly by Mr. Bunn, 11,313 shares of restricted Class A common stock with voting rights, 2,515 owned directly by Mr. Bunn’s spouse, and 20,410 Shares owned by Mr. Bunn in
our 401(k) Plan (the number of shares reported as beneficially owned is equal to Mr. Bunn's August 5, 2021 account balance in the employer stock fund under our 401(k) Plan divided by the closing market price on such date). The restricted
Class A common stock is subject to vesting and, in certain circumstances, holding provisions.
|
(7)
|
Comprised of 35,758 Shares owned directly by Mr. Hough, 25,015 shares of restricted Class A common stock with voting rights, and 15,762 shares owned by Mr. Hough in our 401(k) Plan (the number of shares
reported as beneficially owned is equal to Mr. Hough's August 5, 2021 account balance in the employer stock fund under our 401(k) Plan divided by the closing market price on such date). The restricted Class A common stock is subject to
vesting and, in certain circumstances, holding provisions.
|
(8)
|
Comprised of 3,118 Shares.
|
(9)
|
Comprised of 78,866 Shares owned directly by Mr. Bosworth and 28,168 Shares owned in Mr. Bosworth's IRA.
|
(10)
|
Dr. Carson does not hold any Shares nor any Shares of restricted stock with voting rights.
|
(11)
|
Comprised of 5,515 Shares owned directly by Mr. Kramer and 300 Shares owned as custodian for his minor grandchildren.
|
(12)
|
Comprised of 62,358 Shares owned directly by Mr. Moline and 1,000 Shares owned in Mr. Moline's IRA.
|
(13)
|
Comprised of 72,874 Shares owned by Ms. Parker-Hatchett and her husband, Robert B. Hatchett, as joint tenants and 5,415 shares owned directly by Ms. Parker-Hatchett.
|
(14)
|
Comprised of 21,500 Shares owned directly by Mr. Schmidt.
|
(15)
|
Comprised of 19,878 Shares owned directly by Mr. Welborn.
|
(16)
|
As reported on Schedule 13G/A filed with the SEC on July 2, 2021, which indicates that BlackRock, Inc. has sole voting power with respect to 1,328,369 Shares, no shared voting power, sole dispositive power
with respect to 1,459,869 Shares, and shared dispositive power with respect to no Shares. Information is as of June 30, 2021.
|
(17)
|
As reported on Schedule 13G/A filed with the SEC on February 12, 2021, which indicates that Dimensional Fund Advisors LP has sole voting power with respect to 1,203,636 Shares, no shared voting power, sole
dispositive power with respect to 1,243,310 Shares, and shared dispositive power with respect to no Shares. Represents aggregate beneficial ownership on a consolidated basis reported by Dimensional Fund Advisors LP. Information is as of
December 31, 2020.
|
(18)
|
As reported on Schedule 13G/A filed with the SEC on January 14, 2021 on behalf of Gregory Willett, as Trust Protector and Investment Manager. Mr. Willett has sole voting power with respect to 1,000,000
Shares, no shared voting power, sole dispositive power with respect to 1,000,000 Shares, and no shared dispositive. Information is as of January 6, 2021.
|
Name of Reporting Person
|
|
Date of
Transaction |
|
Nature of
Transaction
|
|
Number
of Shares |
|
|
Disposition or
Grant Price as Applicable |
|
||
Dr. Benjamin Carson Sr.
|
7/7/2021
|
|
Annual Restricted Stock Award (this restricted stock has no voting rights until it is vested)
|
|
|
3,352
|
—
|
|
||||
James S. Grant III
|
7/15/2021
|
|
Forfeiture of Shares (to cover tax withholding obligation)
|
|
|
358
|
$
|
19.73
|
|
|||
David R. Parker
|
7/30/2021
|
|
Receipt of an Annuity Payment from a Grantor Retained Annuity Trust
|
39,920
|
—
|
|
||||||
Rachel Parker-Hatchett
|
8/4/2021
|
|
Receipt of the Remainder Interests upon Termination of a Grantor Retained Annuity Trust
|
10,291
|
—
|
|
12.
|
13.
|
|
•
|
|
an individual who is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under
Section 7701(b) of the Code;
|
|
•
|
|
a corporation (or other entity taxable as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of
Columbia;
|
|
•
|
|
an estate, the income of which is subject to United States federal income taxation regardless of its source; or
|
|
•
|
|
a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” within the meaning of Section 7701(a)(30) of
the Code have the authority to control all substantial decisions of the trust, or, if the trust was in existence on August 20, 1996 and it has elected to continue to be treated as a United States person.
|
|
•
|
|
the gain is effectively connected with the non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, the non-U.S. Holder maintains a United
States permanent establishment to which such gain is attributable); or
|
|
•
|
|
the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.
|
14.
|
|
•
|
|
we increase or decrease the price range to be paid for Shares or increase or decrease the value of Shares sought in the Offer (and thereby increase or decrease the number of Shares purchasable in the Offer),
and, in the event of an increase in the value of Shares purchased in the Offer, the number of shares accepted for payment in the Offer increases by more than 2% of the outstanding Shares, and
|
|
•
|
|
the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such an increase or decrease is first
published, sent or given to security holders in the manner specified in this Section 14,
|
15.
|
16.
|
By Mail:
|
|
By Express or Overnight Courier:
|
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011 Providence, Rhode Island 02940-3011 |
|
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
150 Royall Street, Suite V Canton, Massachusetts 02021 |
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 3, 2021, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE
EXTENDED, THE “EXPIRATION DATE”).
|
If delivering by express mail, courier or other expedited service:
|
|
By mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, Rhode Island 02940-3011
|
Computershare Trust Company, N.A.
|
|
|
c/o Voluntary Corporate Actions
|
|
|
150 Royall Street, Suite V
|
|
|
Canton, Massachusetts 02021
|
|
DESCRIPTION OF SHARES TENDERED
|
||||||||
Name(s) and Address(es) of Registered Holder(s)
(If blank, please fill in exactly as name(s)
appear(s) on share certificate(s)
|
Shares Tendered
|
|||||||
|
(Please fill in. Attach separate schedule if needed –
See Instruction 3) |
|||||||
Certificated Shares**
|
Book-Entry
Shares |
|||||||
Certificate
No(s)*
|
Total number
of Shares
Represented by
Certificate(s)*
|
Number of
Shares Tendered** |
Number of
Shares Tendered |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
SHARES |
|
|
|
|||||
* Need not be completed if Shares are delivered by book-entry transfer by your broker to The Depository Trust Company.
** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4.
|
1st:
|
2nd:
|
3rd:
|
||||||
4th:
|
5th:
|
|
☐
|
Lost Certificates. I have lost my certificate(s) for Shares and I require assistance in replacing the Shares (See Instruction 13).
|
☐
|
CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE ENCLOSED HEREWITH.
|
☐
|
CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN
THE BOOK- ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
|
Name of Tendering Institution:
|
|
Account Number:
|
|
Transaction Code Number:
|
☐
|
CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES OUTLINED IN SECTION 3 OF THE OFFER TO PURCHASE AND COMPLETE THE FOLLOWING:
|
Name (s) of Registered Owner (s)
|
Date of Execution of Notice of Guaranteed Delivery:
|
|
Name of Institution that Guaranteed Delivery:
|
|
Account Number:
|
|
1.
|
SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER
|
☐
|
The undersigned wants to maximize the chance that Covenant will accept for payment all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box
instead of one of the price boxes below, the undersigned hereby tenders Shares at, and is willing to accept, the purchase price determined by Covenant in accordance with the terms of the Offer. The undersigned understands that this action
will result in the undersigned’s Shares being deemed to be tendered at the minimum price of $21.00 per Share for purposes of determining the Final Purchase Price. This may effectively lower the Final Purchase Price and could result in the
undersigned receiving a per Share price as low as $21.00.
|
2.
|
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
|
☐ $21.00
|
|
☐ $21.50
|
|
☐ $22.00
|
|
☐ $22.50
|
|
☐ $23.00
|
☐ $21.25
|
|
☐ $21.75
|
|
☐ $22.25
|
|
☐ $22.75
|
|
☐
|
owns, whether beneficially or of record, an aggregate of fewer than 100 Shares and is tendering all such Shares; or
|
☐
|
is a broker, dealer, commercial bank, trust company, or other nominee that (i) is tendering for the beneficial owner(s) Shares with respect to which it is the record holder and (ii) believes, based upon
representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all such Shares.
|
☐
|
The tendered Shares represent all Shares held by the undersigned.
|
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
|
||||||||
To be completed ONLY if the check for the aggregate Purchase Price of Shares purchased and/or certificates for Shares not tendered or not purchased are to be mailed to someone other than
the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature.
|
||||||||
Mail:
|
|
☐
|
|
Check and/or
|
||||
|
☐
|
|
Certificate(s) to:
|
|||||
Name:
|
|
|
|
|
||||
|
(Please Print)
|
|||||||
Address:
|
|
|
||||||
|
||||||||
|
||||||||
(Please Include Zip Code)
|
||||||||
|
||||||||
(Taxpayer Identification or Social Security Number)
|
||||||||
|
||||||||
(Taxpayer Identification or Social Security Number)
|
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
|
||||||||
To be completed ONLY if the check for the aggregate Purchase Price of Shares purchased and/or certificates for Shares not tendered or not purchased are to be mailed to someone other
than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature.
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Mail:
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☐
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Check and/or
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☐
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Certificate(s) to:
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Name:
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(Please Print)
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Address:
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(Please Include Zip Code)
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||||||||
(Taxpayer Identification or Social Security Number)
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(Taxpayer Identification or Social Security Number)
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IMPORTANT: STOCKHOLDERS SIGN HERE
(also please complete IRS Form W-9 below or appropriate IRS Form W-8)
Signature(s) of Owner(s):_______________________________________________________
Dated:______________________________________
|
||
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or by person(s) authorized to become registered holder(s) of stock certificate(s) as evidenced by endorsement
or stock powers transmitted herewith. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, the full title of the person
should be set forth. See Instruction 6).
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Name(s):
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(Please Print)
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Capacity (full title):
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Address:
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(Include Zip Code)
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Daytime Area Code and Telephone Number:
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Taxpayer Identification or Social Security No.:
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Complete accompanying IRS Form W-9 or appropriate IRS Form W-8.
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GUARANTEE OF SIGNATURE(S)
(For use by Eligible Institutions only;
see Instructions 1 and 6)
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Name of Firm:
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Address:
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(Include Zip Code)
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Authorized Signature:
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Name:
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(Please Type or Print)
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Area Code and Telephone Number:
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Dated: , 2021
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NOTE: A notarization by a notary public is not acceptable.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.
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If delivering by express mail, courier or other expedited service:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
150 Royall Street, Suite V
Canton, Massachusetts 02021
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By mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, Rhode Island 02940-3011
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•
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your certificates for the Shares are not immediately available or cannot be delivered to the Depositary by the Expiration Date;
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•
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you cannot comply with the procedure for book-entry transfer by the Expiration Date; or
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•
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your other required documents cannot be delivered to the Depositary by the Expiration Date,
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If delivering by express mail, courier or other
expedited service: Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, Massachusetts 02021 |
|
By mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions P.O. Box 43011 Providence, Rhode Island 02940-3011 |
☐
|
The undersigned wants to maximize the chance that Covenant will accept for payment all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box
instead of one of the price boxes below, the undersigned hereby tenders Shares at, and is willing to accept, the purchase price determined by Covenant in accordance with the terms of the Offer. The undersigned understands that this action
will result in the undersigned’s Shares being deemed to be tendered at the minimum price of $21.00 per Share for purposes of determining the Final Purchase Price (as defined in the Offer to Purchase). This may effectively lower the Final
Purchase Price and could result in the undersigned receiving a per Share price as low as $21.00.
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☐ $21.00
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☐ $21.50
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☐ $22.00
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☐ $22.50
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☐ $23.00
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☐ $21.25
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☐ $21.75
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☐ $22.25
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☐ $22.75
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☐
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owns, whether beneficially or of record, an aggregate of fewer than 100 Shares and is tendering all such Shares; or
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☐
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is a broker, dealer, commercial bank, trust company, or other nominee that (i) is tendering for the beneficial owner(s), Shares with respect to which it is the record holder, and (ii) believes, based upon
representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all such Shares.
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☐
|
The minimum number of Shares that must be purchased, if any are purchased, is: ________ Shares.
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☐
|
The tendered Shares represent all Shares held by the undersigned.
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Name(s) of Record Holder(s):
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|
||||||||
(Please Print)
|
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Signature(s):
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||||||||
Address(es)
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||||||||
(Include Zip Code)
|
||||||||||
Area code and telephone number:
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|
||||||||
☐ If delivery will be by book-entry transfer, check this box.
|
||||||||||
Name of tendering institution:
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|
||||||||
Account number:
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Name of Eligible Institution Guaranteeing Delivery |
Authorized Signature |
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Address
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Name (Print Name) |
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Zip Code
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Title |
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(Area Code) Telephone No. |
Dated: , 2021 |
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 3, 2021, UNLESS THE OFFER IS EXTENDED (SUCH
DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).
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•
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first, Covenant will purchase all Odd Lots of less than 100 Shares at the Final Purchase Price from stockholders who validly tender all of their
Shares at or below the Final Purchase Price and who do not validly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder will not qualify for this
preference);
|
•
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second, after purchasing all the Odd Lots that were validly tendered at or below the Final Purchase Price, from all stockholders who properly tender Shares at or
below the Final Purchase Price, on a pro rata basis, subject to the conditional tender provisions described in the Offer to Purchase and with appropriate adjustment to avoid purchases of fractional Shares; and
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•
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third, only if necessary to permit Covenant to purchase $40.0 million in value of Shares (or such greater amount as Covenant may elect to pay, subject to applicable
law), from holders who have tendered Shares at or below the Final Purchase Price subject to the condition that a specified minimum number of the holder’s Shares be purchased if any Shares are purchased in the Offer as described in the
Offer to Purchase (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered must have tendered all of their
Shares. Therefore, it is possible that Covenant will not purchase all of the Shares tendered by a stockholder even if such stockholder tenders its Shares at or below the Final Purchase Price. Shares tendered at prices greater than the
Final Purchase Price and Shares not purchased because of proration provisions will be returned to the tendering stockholders at Covenant’s expense promptly after the Expiration Date. See Section 1, Section 3 and Section 5 of the Offer to
Purchase.
|
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 3, 2021, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE
EXTENDED, THE “EXPIRATION DATE”).
|
•
|
first, Covenant will purchase all Odd Lots of less than 100 Shares at the Final Purchase Price from stockholders who validly tender all of their Shares at or below
the Final Purchase Price and who do not validly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder will not qualify for this preference);
|
•
|
second, after purchasing all the Odd Lots that were validly tendered at or below the Final Purchase Price, from all stockholders who properly tender Shares at or
below the Final Purchase Price, on a pro rata basis, subject to the conditional tender provisions described in the Offer to Purchase and with appropriate adjustment to avoid purchases of fractional Shares; and
|
•
|
third, only if necessary to permit Covenant to purchase $40.0 million in value of Shares (or such greater amount as Covenant may elect to pay, subject to applicable
law), from holders who have tendered Shares at or below the Final Purchase Price subject to the condition that a specified minimum number of the holder’s Shares be purchased if any Shares are purchased in the Offer as described in the
Offer to Purchase (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered must have tendered all of their
Shares. Therefore, it is possible that Covenant will not purchase all of the Shares that you tender even if you tender them at or below the Final Purchase Price. Shares tendered at prices greater than the Final Purchase Price and Shares
not purchased because of proration provisions will be returned to the tendering stockholders at Covenant’s expense promptly after the Expiration Date. See Section 1, Section 3 and Section 5 of the Offer to Purchase.
|
(1)
|
SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER
|
☐
|
The undersigned wants to maximize the chance that Covenant will accept for payment all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box
instead of one of the price boxes below, the undersigned hereby tenders Shares at, and is willing to accept, the purchase price determined by Covenant in accordance with the terms of the Offer. The undersigned understands that this action
will result in the undersigned’s Shares being deemed to be tendered at the minimum price of $21.00 per Share for purposes of determining the Final Purchase Price (as defined in the Offer to Purchase). This may effectively lower the Final
Purchase Price and could result in the undersigned receiving a per Share price as low as $21.00.
|
(2)
|
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
|
☐ $21.00
|
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☐ $21.50
|
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☐ $22.00
|
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☐ $22.50
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☐ $23.00
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☐ $21.25
|
|
☐ $21.75
|
|
☐ $22.25
|
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☐ $22.75
|
|
☐
|
owns, whether beneficially or of record, an aggregate of fewer than 100 Shares and is tendering all such Shares; or
|
☐
|
is a broker, dealer, commercial bank, trust company, or other nominee that (i) is tendering for the beneficial owner(s), Shares with respect to which it is the record holder, and (ii) believes, based upon
representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all such Shares.
|
☐
|
The tendered Shares represent all Shares held by the undersigned.
|
Signature(s)
|
|
|
||||||||
(Please Print)
|
||||||||||
Name(s)
|
|
|
||||||||
(Please Print)
|
||||||||||
Taxpayer Identification or Social Security No.:
|
|
|
||||||||
Address(es)
|
|
|
||||||||
(Include Zip Code)
|
||||||||||
Phone Number (including Area Code)
|
|
|
||||||||
Date: , 2021
|
|
1.
|
Offer to Purchase dated August 9, 2021;
|
2.
|
a Tender Offer Instruction Form; and
|
3.
|
a reply envelope.
|
•
|
If the prevailing market price is greater than the maximum tender price offered by the Company ($23.00 per Share), notwithstanding your direction to tender Shares in the Offer, the Shares will not be
tendered.
|
•
|
If the prevailing market price is lower than the price at which you direct Shares be tendered, the Recordkeeper will follow your direction both as to percentage of Shares to tender and as to the price at
which such Shares are tendered.
|
•
|
If the prevailing market price is greater than the price at which you direct the Shares to be tendered but within the range of $21.00 to $23.00, the Recordkeeper will follow your direction regarding the
percentage of Shares to be tendered, but will increase the price at which such Shares are to be tendered to the lowest tender price that is not less than the prevailing market price.
|
•
|
If the prevailing market price is within the range of $21.00 to $23.00, for all Shares directed to be tendered at the “per Share purchase price to be determined under the tender offer,” the Recordkeeper will
tender such Shares at the lowest tender price that is not less than the prevailing market price.
|
•
|
CHECK BOX 1 if you want ALL of the Shares attributable to your individual account tendered (or offered) for sale in accordance with the terms of the Offer.
|
•
|
CHECK BOX 2 if you want to tender a portion of the Shares attributable to your individual account in the Plan. Specify the percentage
(in whole numbers) of Shares attributable to your individual account that you want to tender for sale in accordance with the terms of this Offer. If this amount is less than 100%, you will be deemed to have
instructed the Recordkeeper NOT to tender the balance of the Shares attributable to your individual account under the Plan.
|
Fund Family Name
|
Year in Which You Turn 65
|
|
American Funds 2010 Trgt Date Retire R6
|
2012 or earlier
|
|
American Funds 2015 Trgt Date Retire R6
|
from 2013 to 2017
|
|
American Funds 2020 Trgt Date Retire R6
|
from 2018 to 2022
|
|
American Funds 2025 Trgt Date Retire R6
|
from 2023 to 2027
|
|
American Funds 2030 Trgt Date Retire R6
|
from 2028 to 2032
|
|
American Funds 2035 Trgt Date Retire R6
|
from 2033 to 2037
|
|
American Funds 2040 Trgt Date Retire R6
|
from 2038 to 2042
|
|
American Funds 2045 Trgt Date Retire R6
|
from 2043 to 2047
|
|
American Funds 2050 Trgt Date Retire R6
|
from 2048 to 2052
|
|
American Funds 2055 Trgt Date Retire R6
|
from 2053 to 2057
|
|
American Funds 2060 Trgt Date Retire R6
|
2058 or later
|
1. | ☐ |
YES. I DIRECT THE RECORDKEEPER TO TENDER ALL OF THE SHARES ALLOCATED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER AT THE PRICE CHECKED BELOW. |
2. | ☐ |
YES. I DIRECT THE RECORDKEEPER TO TENDER A PORTION (1%- 99%, WHOLE PERCENTAGE ONLY) OF THE SHARES ALLOCATED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER AT THE PRICE CHECKED BELOW. If you fail to insert a (whole) percentage, your election will be treated as an election NOT to tender any of your Shares. |
☐ $21.00
|
|
☐ $21.50
|
|
☐ $22.00
|
|
☐ $22.50
|
|
☐ $23.00
|
☐ $21.25
|
|
☐ $21.75
|
|
☐ $22.25
|
|
☐ $22.75
|
|
3. | ☐ |
I hereby instruct the Recordkeeper to withdraw, from the Offer to Purchase dated August 9, 2021, all Shares in my Plan Account that I previously instructed the Recordkeeper to tender on my behalf. |
Via Overnight Mail:
|
Via Mail: |
Computershare Trust Company, N.A. |
Computershare Trust Company, N.A. |
Attn Corporate Actions Voluntary Offer |
Attn Corporate Actions Voluntary Offer |
150 Royall Street, Suite V
|
P.O. Box 43011 |
Canton, MA 02021
|
Providence, RI 02940-3011 |
|
|
|
Signature
|
Date
|
|
|
|
|
Print Name |
Daytime Phone Number |
|
•
|
|
first, all Odd Lots (as defined in the Offer to Purchase) of less than 100 Shares at the Final Purchase Price from stockholders who properly tender all of their Shares
at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in the Offer to Purchase)
will not qualify for this preference);
|
|
|||
|
•
|
|
second, after purchasing all the Odd Lots that were validly tendered at or below the Final Purchase Price, subject to the conditional tender provisions (whereby a
holder may specify a minimum number of such holder’s Shares that must be purchased if any such Shares are purchased), the Company will purchase all Shares properly tendered at or below the Final Purchase Price on a pro rata basis with
appropriate adjustment to avoid purchases of fractional Shares; and
|
|
•
|
|
third, only if necessary to permit the Company to purchase $40.0 million in value of Shares (or such greater amount as the Company may elect to pay, subject to
applicable law), the Company will purchase Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Final Purchase Price, by random lot, to the extent feasible. To be eligible for purchase by
random lot, stockholders whose Shares are conditionally tendered must have tendered all of their Shares. Random lot selection would be facilitated by the Company.
|
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