CHICAGO and NEW YORK, Sept. 10,
2021 /PRNewswire/ -- Echo Global Logistics, Inc.
(Nasdaq: ECHO) ("Echo"), a leading provider of technology-enabled
transportation and supply chain management services, today
announced that it has entered into a definitive agreement to be
acquired by funds managed by The Jordan Company, L.P. ("TJC"), a
global private equity firm, for an equity value of approximately
$1.3 billion. Through this
transaction, Echo will become a private company which it expects
will provide additional resources and greater flexibility to
continue to build its technology and data science platform and
enhance its value proposition to shippers and carriers.
Additionally, the transaction will allow Echo to benefit from the
operating capabilities, capital support and sector expertise of The
Jordan Company.
Transaction Details
Under the terms of the agreement, Echo stockholders will receive
$48.25 per share in cash, which
represents a premium of approximately 54% over Echo's closing share
price on September 9, 2021 and a
premium of approximately 32% over Echo's all time high closing
share price on September 10,
2018. Echo believes that the transaction provides its
stockholders with an attractive premium that delivers immediate
compelling value for their shares. The definitive agreement was
unanimously approved by Echo's Board of Directors, which
recommended that Echo's stockholders approve the agreement.
The acquisition is subject to customary closing conditions,
including stockholder approval and the expiration or termination of
the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act. The transaction is expected to be completed in
the fourth quarter of 2021. The closing is not subject to a
financing condition.
"I'm thrilled to partner with TJC as they bring significant
expertise and industry experience to enable Echo to further
accelerate our success in the market," said Doug Waggoner, Chairman of the Board of
Directors and Chief Executive Officer at Echo. "In addition, having
an experienced financial partner, with resources to fund continued
growth, will result in a more rapid expansion of Echo's supply
chain capabilities, including all of the automation planned to
enable both our people and our digital freight marketplace."
"We are impressed with Echo's people, technology, and business
results, since their founding in 2005, and are excited that Echo's
leadership selected TJC as their partner in this recapitalization,"
said Brian Higgins, head of TJC's
logistics and supply chain vertical. "We strongly support the
team's vision for continued growth and look forward to partnering
with them as we bring expanded financial resources and expertise to
accelerate Echo's technology leadership that has set the company
apart from its competitors."
Advisors
Morgan Stanley & Co. LLC is serving as exclusive financial
advisor to Echo, and Winston & Strawn LLP is serving as legal
counsel to Echo. Citi is serving as financial advisor to TJC and
Kirkland & Ellis LLP is serving as legal counsel to TJC. Credit
Suisse AG and Citi will provide financing for the transaction.
About Echo Global Logistics
Echo Global Logistics, Inc. (NASDAQ: ECHO) is a leading Fortune
1000 provider of technology-enabled transportation and supply chain
management services. Headquartered in Chicago with more than 30 offices around the
country, Echo offers freight brokerage and Managed Transportation
solutions for all major modes, including truckload, partial
truckload, LTL, intermodal, and expedited. Echo maintains a
proprietary, web-based technology platform that compiles and
analyzes data from its network of over 50,000 transportation
providers to serve 35,000 clients across a wide range of industries
and simplify the critical tasks involved in transportation
management. For more information on Echo Global Logistics, visit:
www.echo.com.
About The Jordan Company
The Jordan Company ("TJC"), founded in 1982, is a middle-market
private equity firm that has managed funds with original capital
commitments in excess of $17 billion
since 1987 and a 39-year track record of investing in and
contributing to the growth of many businesses across a wide range
of industries, including Consumer & Healthcare; Industrials;
Technology, Telecom & Utility; and Transportation &
Logistics. The senior investment team has been investing together
for over 20 years and it is supported by the Operations Management
Group, which was established in 1988 to initiate and support
operational improvements in portfolio companies. Headquartered in
New York, TJC also has offices in
Chicago and Stamford. For more information, please visit
www.thejordancomapny.com.
Additional Information About the Acquisition and Where to
Find it
This communication is being made in respect of the proposed
transaction involving Echo and an affiliate of TJC. A stockholder
meeting will be announced soon to obtain stockholder approval in
connection with the proposed merger. Echo expects to file with the
Securities and Exchange Commission ("SEC") a proxy statement and
other relevant documents in connection with the proposed merger.
The definitive proxy statement will be sent to the stockholders of
Echo and will contain important information about the proposed
transaction and related matters. INVESTORS OF ECHO ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ECHO, TJC, AND THE
PROPOSED MERGER. Investors may obtain a free copy of these
materials and other documents (when they are available) filed by
Echo with the SEC at the SEC's website at http://www.sec.gov,
at Echo's website https://ir.echo.com or by contacting Peter M. Rogers, Corporate Secretary, Echo
Global Logistics, Inc., 600 West Chicago Avenue, Suite 725,
Chicago, Illinois 60654.
Participation in the Solicitation
Echo and its directors, executive officers and certain other
members of management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. Information regarding the
persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of Echo's stockholders in
connection with the proposed merger will be set forth in Echo's
definitive proxy statement for its stockholder meeting. Additional
information regarding these individuals and any direct or indirect
interests they may have in the proposed merger will be set forth in
the definitive proxy statement when and if it is filed with the SEC
in connection with the proposed merger.
Forward-Looking Statements
All statements made in this release, other than statements of
historical fact, are or may be deemed to be forward-looking
statements. These statements are forward-looking statements under
the federal securities laws. We can give no assurance that any
future results discussed in these statements will be achieved.
These statements are based on current plans and expectations of
Echo Global Logistics, Inc. and involve risks, uncertainties and
other factors that may cause our actual results, performance or
achievements to be different from any future results, performance
or achievements expressed or implied by these statements. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: (1) conditions to the closing of the
transaction may not be satisfied and required regulatory approvals
may not be obtained; (2) the transaction may involve unexpected
costs, liabilities or delays; (3) the business of Echo may suffer
as a result of uncertainty surrounding the transaction; (4) the
outcome of any legal proceedings related to the transaction; (5)
Echo may be adversely affected by other economic, business,
legislative, regulatory and/or competitive factors; (6) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (7) risks
that the transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
transaction; (8) the failure to obtain the necessary debt financing
arrangements set forth in the commitment letter received in
connection with the transaction; and (9) other risks to
consummation of the transaction, including the risk that the
transaction will not be consummated within the expected time period
or at all. If the transaction is consummated, the Echo's
stockholders will cease to have any equity interest in Echo and
will have no right to participate in its earnings and future
growth. Additional factors that may affect the future results of
Echo are set forth in its filings with the SEC, including its
Annual Report on Form 10-K for the year ended December 31, 2020, which are available on the
SEC's website at www.sec.gov. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date thereof.
ECHO: Earnings, Corporate
INVESTOR RELATIONS CONTACTS:
Pete Rogers
Chief Financial Officer
Echo Global Logistics
312-676-4584
Zach Jecklin
SVP of Strategy
Echo Global Logistics
312-784-2046
MEDIA CONTACT:
Christopher Clemmensen
SVP of Marketing
Echo Global Logistics
312-784-2132
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SOURCE Echo Global Logistics, Inc.
