UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
 

COVENANT LOGISTICS GROUP, INC.
(Name Of Subject Company (Issuer) And Filing Person (Offeror))
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
22284P105
(CUSIP Number of Class of Securities)

David R. Parker
Chairman and Chief Executive Officer
Covenant Logistics Group, Inc.
400 Birmingham Highway
Chattanooga, Tennessee 37419
(423) 821-1212
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
Heidi Hornung-Scherr, Esq.
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street, Suite 200
Lincoln, Nebraska 68508
(402) 435-3223

CALCULATION OF FILING FEE
 
   
Transaction Valuation*
Amount Of Filing Fee**
$40,000,000
$4,364
 
 
*
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.
**
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.
 
☐ 
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.
 
Amount Previously Paid:
  
N/A
  
Filing Party:
  
N/A
Form or Registration No.:
  
N/A
  
Date Filed:
  
N/A
 
☐ 
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
 
☐ 
third-party tender offer subject to Rule 14d-1.
 
☒ 
issuer tender offer subject to Rule 13e-4.
 
☐ 
going-private transaction subject to Rule 13e-3.
 
☐ 
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
 
 
☐ 
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 
☐ 
Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
 
SCHEDULE TO
This Tender Offer Statement on Schedule TO relates to the offer by Covenant Logistics Group, Inc., a Nevada corporation (“Covenant” or the “Company”), to purchase, up to $40.0 million in value of shares of its Class A common stock, $0.01 par value per share (the “Shares”), at a price not greater than $23.00 nor less than $21.00 per Share, to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 9, 2021 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a) (1)(ii), respectively, are incorporated by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the section captioned “Summary Term Sheet” of the Offer to Purchase, a copy of which is filed with this Schedule TO as Exhibit (a)(1)(i), is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) Name and Address: The name of the subject company is Covenant Logistics Group, Inc., a Nevada corporation. The address of its principal executive office is 400 Birmingham Highway, Chattanooga, Tennessee 37419, and its telephone number is (423) 821-1212. The information set forth in Section 10 (“Certain Information Concerning Us”) of the Offer to Purchase is incorporated herein by reference.
(b) Securities: The information set forth in the section of the Offer to Purchase captioned “Introduction” is incorporated herein by reference.
(c) Trading Market and Price: The information set forth in the section captioned “Introduction” of the Offer to Purchase is incorporated herein by reference. The information set forth in Section 8 (“Price Range of Shares”) of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) Name and Address: The name of the filing person and issuer is Covenant Logistics Group, Inc., a Nevada corporation. The address of its principal executive office is 400 Birmingham Highway, Chattanooga, Tennessee 37419, and its telephone number is (423) 821-1212. The information set forth in Section 10 (“Certain Information Concerning Us”) and Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) Material Terms: The information set forth in the sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 1 (“Number of Shares; Proration”), Section 2 (“Purpose of the Offer; Certain Effects of the Offer”), Section 3 (“Procedures for Tendering Shares”), Section 4 (“Withdrawal Rights”), Section 5 (“Purchase of Shares and Payment of Purchase Price”), Section 6 (“Conditional Tender of Shares”), Section 7 (“Conditions of the Offer”), Section 9 (“Source and Amount of Funds”), Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 13 (“Certain United States Federal Income Tax Consequences”), Section 14 (“Extension of the Offer; Termination; Amendment”) and Section 16 (“Miscellaneous”) of the Offer to Purchase is incorporated herein by reference.
(b) Purchases: The information set forth in the sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(e) Agreements Involving the Subject Company’s Securities: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) Purposes: The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) of the Offer to Purchase is incorporated herein by reference.
(b) Use of the Securities Acquired: The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) of the Offer to Purchase is incorporated herein by reference.
(c) Plans: The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) of the Offer to Purchase is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) Source of Funds: The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.
(b) Conditions: The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.
(d) Borrowed Funds: The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) Securities Ownership: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.
(b) Securities Transactions: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) Solicitations or Recommendations: The information set forth in Section 15 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS

(a) and (b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION
(a) Agreements, Regulatory Requirements and Legal Proceedings: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) and Section 12 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is incorporated herein by reference.
(c) Other Material Information: The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, are incorporated herein by reference.
ITEM 12. EXHIBITS
 
(a)(1)(i)*
  
   
(a)(1)(ii)*
  
   
(a)(1)(iii)*
  
   
(a)(1)(iv)*
  
   
(a)(1)(v)*
  
   
(a)(1)(vi)*
  
   
(a)(2)
  
Not applicable.
   
(a)(3)
  
Not applicable.
   
(a)(4)
  
Not applicable.
   
(a)(5)(i)*
  
     
(a)(5)(ii)*
 
   
(b)(i)
  
     
(b)(ii)
 
(b)(iii)
 
     
(b)(iv)
 
     
(b)(v)
 
     
(b)(vi)
 
     
(b)(vii)
 
     
(b)(viii)
 
     
(b)(ix)
 
     
(b)(x)
 
(b)(xi)
 
     
(b)(xii)
 
     
(b)(xiii)
 
     
(b)(xiv)
 
     
(b)(xv)
 
     
(b)(xvi)
 
     
(b)(xvii)
 
(b)(xviii)
 
     
(b)(xix)
 
   
(d)(i)
  
   
(d)(ii)
  
   
(d)(iii)
  
   
(d)(iv)
  
   
(d)(v)
  
   
(d)(vi)
  
   
(d)(vii)
  
   
(d)(viii)
  
   
(d)(ix)
  
   
(g)
  
Not applicable.
   
(h)
  
Not applicable.
_____________
*   Filed herewith.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.

SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
 
             
 
 
 
 
 
 
COVENANT LOGISTICS GROUP, INC.
       
Dated: August 9, 2021
 
 
 
 
 
By: /s/ Joey B. Hogan                                        
 
 
 
 
 
 
Name: Joey B. Hogan
 
 
 
 
 
 
Title:   President

EXHIBIT INDEX
(a)(1)(i)*
  
   
(a)(1)(ii)*
  
   
(a)(1)(iii)*
  
   
(a)(1)(iv)*
  
   
(a)(1)(v)*
  
   
(a)(1)(vi)*
  
   
(a)(2)
  
Not applicable.
   
(a)(3)
  
Not applicable.
   
(a)(4)
  
Not applicable.
   
(a)(5)(i)*
  
     
(a)(5)(ii)*
 
   
(b)(i)
  
     
(b)(ii)
 
(b)(iii)
 
     
(b)(iv)
 
     
(b)(v)
 
     
(b)(vi)
 
     
(b)(vii)
 
     
(b)(viii)
 
     
(b)(ix)
 
     
(b)(x)
 
(b)(xi)
 
     
(b)(xii)
 
     
(b)(xiii)
 
     
(b)(xiv)
 
     
(b)(xv)
 
     
(b)(xvi)
 
     
(b)(xvii)
 
(b)(xviii)
 
     
(b)(xix)
 
   
(d)(i)
  
   
(d)(ii)
  
   
(d)(iii)
  
   
(d)(iv)
  
   
(d)(v)
  
   
(d)(vi)
  
   
(d)(vii)
  
   
(d)(viii)
  
   
(d)(ix)
  
   
(g)
  
Not applicable.
   
(h)
  
Not applicable.
_____________
*   Filed herewith.

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