Item 2.01 Completion of Acquisition or Disposition of Assets.
Completion of the Merger
On the Closing Date, Echo completed its previously announced Merger
with Parent and Merger Sub. As provided in the Merger Agreement, Merger Sub was merged with and into Echo, with Echo surviving the Merger
as a wholly owned subsidiary of Parent.
As a result of the Merger, each share of Echo common stock, par value
$0.01 per share, outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (1) shares
owned by Buyer, Merger Sub or any other wholly owned subsidiary of Buyer and shares owned by Echo as treasury stock, (2) shares owned
by stockholders of Echo who have complied with the applicable provisions of Section 262 of the DGCL prior to the effective time and
(3) Echo restricted stock, restricted stock units and performance shares) were automatically canceled and converted into the right
to receive $48.25 per share in cash, without interest (the “Per Share Price”).
At the Effective Time, each outstanding share of restricted stock (a
“Restricted Share”), was cancelled and converted into a right to receive an amount in cash, without interest and less applicable
taxes, equal to (1) the total number of Restricted Shares prior to the Effective Time multiplied by (2) the Per Share Price.
At the Effective Time, each outstanding performance share, whether
vested or unvested, vested either (1) as if the target level of performance had been achieved as of the Effective Time or (2) if
specifically provided under an individual employment agreement or award agreement in the event of a “change of control,” at
the greater of target or actual performance through the Closing Date. All vested performance shares were canceled and converted into the
right to receive (without interest) an amount in cash equal to the product of (1) the total number of such vested performance shares
multiplied by (2) the per share merger consideration less applicable taxes.
At the Effective Time, each outstanding restricted stock unit (“RSUs”)
outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled and converted into the right to receive
an amount in cash, without interest, equal to the (1) the Per Share Price multiplied by (2) the total number of shares of Echo
common stock subject to such RSU.
The foregoing summary description of the Merger
Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, a copy of
which was filed as Exhibit 2.1 to Echo’s Current Report on Form 8-K filed by Echo with the U.S. Securities and Exchange
Commission (the “Commission”) on September 10, 2021, and as described in the definitive proxy statement filed by Echo
with the Commission on October 21, 2021 (the “Proxy Statement”), the terms of which are incorporated herein by reference.
Repayment of Credit Facility
In connection with the completion of the
Merger, on the Closing Date, Echo repaid in full and terminated its Credit Agreement, dated as of May 2, 2014, by and among,
Echo, the lenders party thereto and PNC Bank, National Association, administrative agent (as amended, the “Prior Credit
Agreement”). The material terms of the Prior Credit Agreement are described in Note 12 to Echo’s condensed consolidated
financial statements included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. Such
description is hereby incorporated into this report by reference.
The total amount of funds required to complete
the Merger and related transactions and pay related fees and expenses was approximately $1.552 billion, which was funded through a combination
of equity contributions from funds associated with The Jordan Company, L.P., as well as proceeds from debt financing.