ITEM
7.01 – REGULATION FD DISCLOSURE
On
February 28, 2023, ArcBest Corporation (the “Company”) issued a
press release announcing the sale of all of the issued and
outstanding equity interests of FleetNet America, Inc.
(“FleetNet”), an indirect wholly owned subsidiary of the Company,
to Cox Automotive Mobility Solutions, Inc. (“Cox”), as further
described below in Item 8.01.
The
press release is furnished herewith as Exhibit 99.1.
The
information furnished in this Item 7.01 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
ITEM
8.01 – OTHER EVENTS
On
February 28, 2023, ArcBest Holdings, Inc. (“ArcBest Holdings”), an
indirect wholly owned subsidiary of the Company, entered into a
Stock Purchase Agreement (the “Purchase Agreement”) with FleetNet,
a wholly owned subsidiary of ArcBest Holdings, and Cox. Pursuant to
the Purchase Agreement, on the date of the closing of the
transactions contemplated by the Purchase Agreement, ArcBest
Holdings sold all of the issued and outstanding equity interests of
FleetNet to Cox in exchange for an aggregate purchase price of $100
million in cash, subject to certain tax and other customary
adjustments.
The
Purchase Agreement contains customary representations and
warranties of ArcBest Holdings, FleetNet (for and on behalf of
itself and its wholly owned subsidiaries) and Cox. The
Purchase Agreement also provides for certain limited
indemnification obligations of ArcBest Holdings.
In
connection with the transactions contemplated by the Purchase
Agreement, ArcBest Holdings and FleetNet entered into a Transition
Services Agreement pursuant to which ArcBest Holdings will, on a
transitional basis, provide FleetNet with certain support services
and other assistance after the closing of the
transaction.
The
Company also announced that the Board of Directors of the Company
has increased the total amount available under the Company’s Common
Stock repurchase program by $98.5 million to $125 million. The
Company intends to use the proceeds from the transactions
contemplated by the Purchase Agreement to fund the repurchase
program.
The
following is a “safe harbor” statement under the Private
Securities Litigation Reform Act of 1995: Certain statements
and information in this report may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, including, among others, statements regarding
(i) our expectations about our intrinsic value or our prospects for
growth and value creation, (ii) our financial outlook, position,
strategies, goals, and expectations and (iii) our expected use of
proceeds from the Transaction. Terms such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,”
“intend,” “may,” “plan,” “predict,” “project,” “scheduled,”
“should,” “would,” and similar expressions and the negatives of
such terms are intended to identify forward-looking statements.
These statements are based on management’s beliefs, assumptions,
and expectations based on currently available information, are not
guarantees of future performance, and involve certain risks and
uncertainties (some of which are beyond our control). Although we
believe that the expectations reflected in these forward-looking
statements are reasonable as and when made, we cannot provide
assurance that our expectations will prove to be correct. Actual
outcomes and results could materially differ from what is
expressed, implied, or