UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 4, 2015
MARTEN TRANSPORT, LTD.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
0-15010 |
|
39-1140809 |
|
(State or other jurisdiction of
|
|
(Commission File Number) |
|
(I.R.S. Employer
|
|
129 Marten Street
|
|
54755 |
|
(Address of principal executive offices) |
|
(Zip Code) |
(715) 926-4216
(Registrant’s telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 – Registrant’s Business and Operations
Item 1 .0 1 . Entry into a Material Definitive Agreement .
On November 4, 2015, Marten Transport, Ltd. (“Marten”) entered into a Sixth Amendment to Credit Agreement (the “Amendment”) with U.S. Bank National Association, as agent (the “Agent”), and certain lenders party thereto (collectively, the “Lenders”). The Amendment amends that certain Credit Agreement, dated as of August 31, 2006, entered into by and among Marten, the Agent, and the Lenders (the “Original Agreement”), as modified by amendments dated as of January 1, 2007, November 30, 2007, May 27, 2011, December 10, 2012 and December 22, 2014 (collectively, the “Prior Amendments” and, together with the Original Agreement, the “Current Credit Agreement”). Marten previously filed copies of the Original Agreement and the Prior Amendments with the Securities and Exchange Commission.
The Amendment (a) increases the aggregate revolving credit amount of available borrowings from $50,000,000 to $75,000,000 under the Current Credit Agreement, (b) updates the Current Credit Agreement to clarify certain regulatory and compliance requirements, and (c) waives the limitations of certain restrictive payments under the Current Credit Agreement through December 31, 2016 to allow for stock redemptions and dividends in excess of 25% of Marten’s total consolidated net income for its most recent prior fiscal year . The obligations arising under the revolving credit facility continue to be guaranteed by each of Marten’s existing subsidiaries.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 2 – Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant .
The information described under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by this reference.
Section 8 – Other Events
Item 8.01 Other Events.
On November 4, 2015, Marten issued a press release announcing that its board of directors had approved an increase in its existing share repurchase program, providing for the repurchase of up to $40 million, or approximately 2 million shares, of its common stock.
Marten intends to implement the repurchase program through purchases made in the open market, or through private transactions, in accordance with the Securities and Exchange Commission requirements. The timing and extent to which Marten repurchases its shares depend on market conditions and other corporate considerations. The repurchase program does not have an expiration date and may be suspended, modified or discontinued at any time. Marten has no obligation to repurchase any amount of its common stock under the program.
Attached hereto as Exhibit 99.1 is a copy of Marten’s press release dated November 4, 2015 announcing the increase in Marten’s existing share repurchase program.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired .
Not Applicable.
(b) Pro Forma Financial Information .
Not Applicable.
(c) Shell Company Transactions .
Not Applicable.
(d) Exhibits .
|
Exhibit No. |
Description |
|
10.1 |
Sixth Amendment to Credit Agreement, dated as of November 4, 2015, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders (included herewith). |
|
99.1 |
Press Release dated November 4, 2015 (included herewith). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
MARTEN TRANSPORT, LTD. |
|
|
|
|
|
|
|
|
|
|
Dated: November 6, 2015 |
By |
/s/ James J. Hinnendael |
|
|
|
James J. Hinnendael Its: Executive Vice President and Chief Financial Officer |
MARTEN TRANSPORT, LTD.
FORM 8-K
INDEX TO EXHIBITS
|
Exhibit No. |
Description |
|
|
10.1 |
Sixth Amendment to Credit Agreement, dated as of November 4, 2015, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders (included herewith). |
|
|
99.1 |
Press Release dated November 4, 2015 (included herewith). |
4
Exhibit 10.1
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT (this "Amendment"), dated as of November 4, 2015, amends and modifies a certain Credit Agreement, dated as of August 31, 2006, as amended by Amendments dated as of January 1, 2007, November 30, 2007, May 27, 2011, December 10, 2012 and December 22, 2014 (as so amended, the "Credit Agreement"), by and among MARTEN TRANSPORT, LTD., a Delaware corporation (the "Borrower"), the Banks named therein (U.S. Bank National Association being the sole Bank as of the date hereof), and U.S. BANK NATIONAL ASSOCIATION, as agent for the Banks (the "Agent"). Terms not otherwise expressly defined herein shall have the meanings set forth in the Credit Agreement.
FOR VALUE RECEIVED, the Borrower, the Banks and the Agent agree as follows:
ARTICLE I - AMENDMENT
1.1 Increase to Revolving Commitment Amount . The Borrower has requested that the Aggregate Revolving Credit Amount shall be increased from $50,000,000 to $75,000,000. U.S. Bank National Association, in its capacity as a Bank, has agreed to increase its Revolving Commitment Amount by $25,000,000 to $75,000,000. Consequently, the Credit Agreement is amended by replacing Schedule 1.1.2 with Schedule 1.1.2 attached to this Amendment.
1.2 Federal Reserve Regulations . Section 4.9 is amended by adding the following sentence at the end of such Section:
"For such purpose, margin stock owned by the Borrower shall be deemed not to include shares of its own stock redeemed by the Borrower that are cancelled and constitute authorized and unissued shares."
1.3 Issuance of Shares . Section 6.2 is amended by adding the following sentence at the end of such Section:
"This Section shall not be deemed to restrict redemption by the Borrower of its own stock (which is governed by Section 6.7) or issuance by the Borrower of any equity securities."
1.4 Investments . Section 6.12 is amended by adding subsection(l), to read as follows:
"(l) Redemption by the Borrower of shares of its own stock to the extent permitted by Section 6.7."
1.5 Use of Proceeds . Section 6.18(a) is amended by adding the following sentence at the end of such Section:
"For purposes of the foregoing, shares of stock that are redeemed by the Borrower and cancelled and constitute authorized and unissued shares shall not be deemed to be margin stock owned by the Borrower or repurchased and held stock."
1.6 Restricted Payments . Section 6.7 is amended to read as follows:
"Section 6.7 Restricted Payments . The Borrower will not make any Restricted Payments (a) during any fiscal year of the Borrower exceeding 25% of the Borrower's total consolidated net income as shown on its audited income statement for its most recent prior fiscal year, provided , that the limit in this subsection (a) shall not apply to redemption of the shares of the Borrower during the fiscal years of the Borrower ending December 31, 2015 or December 31, 2016, or (b) in any amount, if any Default or Event of Default shall have occurred and continued hereunder."
1.7 Revolving Note . The Revolving Loans shall be evidenced by a replacement Revolving Note payable to U.S. Bank National Association in the amount of its Revolving Commitment Amount.
1.8 Construction . All references in the Credit Agreement to "this Agreement", "herein" and similar references shall be deemed to refer to the Credit Agreement as amended by this Amendment.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
To induce the Banks and the Agent to enter into this Amendment and to make and maintain the Loans under the Credit Agreement as amended hereby, the Borrower hereby warrants and represents to the Banks and the Agent that it is duly authorized to execute and deliver this Amendment, and to perform its obligations under the Credit Agreement as amended hereby, and that this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to limitations as to enforceability which might result from bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and subject to equitable principles.
ARTICLE III - CONDITIONS PRECEDENT
This Amendment shall become effective on the date first set forth above, provided, however, that the effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:
3.1 Warranties . Before and after giving effect to this Amendment, the representations and warranties in Article 4 of the Amended Credit Agreement shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement, as amended hereby and except to the extent such representations and warranties expressly refer to an earlier date.
3.2 Defaults . Before and after giving effect to this Amendment, no Default and no Event of Default shall have occurred and be continuing under the Amended Credit Agreement.
3.3 Documents . The Borrower shall have executed and delivered this Amendment and the replacement Revolving Note and the Guarantor Subsidiaries shall have executed and delivered the Acknowledgement in the form attached hereto.
ARTICLE IV - GENERAL
4.1 Expenses . The Borrower agrees to reimburse the Agent upon demand for all reasonable expenses (including reasonable attorneys' fees and legal expenses) incurred by the Agent in the preparation, negotiation and execution of this Amendment and any other document required to be furnished herewith, and in enforcing the obligations of the Borrower hereunder, and to pay and save the Agent and the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of this Amendment, which obligations of the Borrower shall survive any termination of the Credit Agreement.
4.2 Counterparts . This Amendment may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same instrument.
4.3 Severability . Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.
4.4 Law; Consent to Jurisdiction; Waiver of Jury Trial . This Amendment shall be a contract made under the laws of the State of Minnesota, which laws shall govern all the rights and duties hereunder. This Amendment shall be subject to the Consent to Jurisdiction and Waiver of Jury Trial provisions of the Credit Agreement.
4.5 Successors; Enforceability . This Amendment shall be binding upon the Borrower, the Banks and the Agent and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Banks and the Agent and the successors and assigns of the Banks and the Agent. Except as hereby amended, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.
(signature page follows)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed at Minneapolis, Minnesota by their respective officers thereunto duly authorized as of the date first written above.
|
|
U.S. BANK NATIONAL ASSOCIATION, as Agent and as a Bank |
||
|
|
|
|
|
|
|
By: |
/s/ Daniel D. Washam |
|
|
|
|
|
|
|
|
Title: |
Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
|
MARTEN TRANSPORT, LTD., as the Borrower |
||
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ James J. Hinnendael |
|
|
|
|
James J. Hinnendael |
|
|
|
|
Title: |
Executive Vice President and Chief Financial Officer |
Schedule 1.1.2
Commitments and Percentages
|
Bank: |
Revolving Commitment: |
Revolving Percentage: |
|
|
|
|
|
U.S. Bank |
$75,000,000 |
100.000000000% |
GUARANTOR'S ACKNOWLEDGMENT
The undersigned (the "Guarantors") have each, by guaranties each dated as of January 1, 2007 (the "Guaranties") guaranteed payment and performance of obligations of MARTEN TRANSPORT, LTD. (the "Borrower") to the Banks and U.S. Bank National Association, as Agent, under the Credit Agreement, dated as of August 31, 2006 (as thereafter amended, the "Credit Agreement") among the Borrower, the Banks and the Agent. Each Guarantor acknowledges that such Guarantor has received a copy of the proposed Sixth Amendment to the Credit Agreement, to be dated on or about November 4, 2015 (the "Amendment"). Each Guarantor agrees and acknowledges that the Amendment shall in no way impair or limit the right of the Bank under its Guaranty, and confirms that by its Guaranty, such Guarantor continues to guaranty payment and performance of the obligations of the Borrower to the Bank specified in such Guaranty, including without limitation obligations under the Credit Agreement as amended pursuant to the Amendment. Each Guarantor hereby confirms that its Guaranty remains in full force and effect, enforceable against such Guarantor in accordance with its terms.
Dated as of November 4, 2015.
|
|
MARTEN TRANSPORT SERVICES, LTD. |
||
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ James J. Hinnendael |
|
|
|
|
James J. Hinnendael |
|
|
|
|
Title: |
Chief Financial Officer |
|
|
MARTEN TRANSPORT LOGISTICS, LLC |
||
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ James J. Hinnendael |
|
|
|
|
James J. Hinnendael |
|
|
|
|
Title: |
Chief Financial Officer |
|
|
MARTEN TRANSPORT HOLDINGS, LTD. |
||
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ James J. Hinnendael |
|
|
|
|
James J. Hinnendael |
|
|
|
|
Title: |
Chief Financial Officer |
Exhibit 99.1
MARTEN TRANSPORT ANNOUNCES INCREASE
IN SHARE REPURCHASE PROGRAM TO $40 MILLION
MONDOVI, Wis., November 4, 2015 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) announced today that its board of directors has approved an increase in its share repurchase program providing for the repurchase of up to $40 million, or approximately 2 million shares, of its common stock. The program will be funded out of existing cash flow and borrowings under the Company’s credit facility.
Chairman and Chief Executive Officer Randolph L. Marten said, “We are pleased to announce that our board has authorized this significant increase in our share repurchase program. This increase reflects our overall commitment to stockholders, our firm belief that our stock is significantly undervalued in the market and our confidence in our long-term value and financial strength.”
This program is intended to be implemented through purchases made in either the open market or through private transactions, in accordance with Securities and Exchange Commission requirements. The timing and extent to which the Company repurchases its shares depends on market conditions and other corporate considerations. The repurchase program does not have an expiration date and may be suspended, modified or discontinued at any time. The Company has no obligation to repurchase any amount of its common stock under the program.
Marten Transport, with headquarters in Mondovi, Wis., is one of the leading temperature-sensitive truckload carriers in the United States. Marten specializes in transporting and distributing food and other consumer packaged goods that require a temperature-controlled or insulated environment. Marten offers service in the United States, Canada and Mexico, concentrating on expedited movements for high-volume customers. Marten’s common stock is traded on the Nasdaq Global Select Market under the symbol MRTN.
This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially from those expressed in such forward-looking statements. Forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. In this release, forward-looking statements involve, among other things, the Company’s expectations concerning the share repurchase program and the prospects and value of the Company. Important factors known to the Company that could cause actual results to differ materially from those discussed in the forward-looking statements are discussed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. In addition, the following factors, among others, could cause actual results to differ materially from those in forward-looking statements: the Company’s determination regarding whether to purchase any shares under the repurchase program; changes in the valuation of the Company’s stock; or economic changes impacting the prospects of the Company’s business . Readers should review and consider these factors along with the various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission. The Company does not assume, and specifically disclaims, any obligation to update forward-looking statements .
CONTACTS: Tim Kohl, President, and Jim Hinnendael, Executive Vice President and Chief Financial Officer, of Marten Transport, Ltd., 715-926-4216.