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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):
August 17, 2021
 
MARTEN TRANSPORT, LTD.
(Exact name of registrant as specified in its charter)
 
Delaware
 
0-15010
 
39-1140809
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)
 
129 Marten Street
Mondovi, Wisconsin
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class:
COMMON STOCK, PAR VALUE
$.01 PER SHARE
Trading symbol:
MRTN
Name of each exchange on which registered:
THE NASDAQ STOCK MARKET LLC
(NASDAQ GLOBAL SELECT MARKET)
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
 
Section 1 – Registrant’s Business and Operations
 
Item 1.01. Entry into a Material Definitive Agreement.
 
On August 17, 2021, Marten Transport, Ltd. (“Marten”) entered into an Eleventh 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, December 22, 2014, November 4, 2015, December 6, 2016, August 24, 2018, August 13, 2019 and November 18, 2020 (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 waives the limitations of certain restrictive payments under the Current Credit Agreement through December 31, 2021 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 in a total amount of up to $80,000,000. 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 August 17, 2021, Marten issued a press release announcing that its board of directors had declared a special cash dividend of $0.50 per share of common stock and a regular quarterly cash dividend of $0.04 per share of common stock. The dividends will be payable on October 4, 2021 to stockholders of record at the close of business on September 20, 2021.
 
Attached hereto as Exhibit 99.1 is a copy of Marten’s press release dated August 17, 2021 announcing the special dividend and regular quarterly dividend.
 
 
 
 
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
   
99.1
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
2
 
 
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: August 20, 2021
By:
/s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer
 
3

Exhibit 10.1

 

ELEVENTH AMENDMENT TO CREDIT AGREEMENT

 

THIS ELEVENTH AMENDMENT (this "Amendment"), dated as of August 17, 2021, 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, December 22, 2014, November 4, 2015, December 6, 2016, August 24, 2018, August 13, 2019 and November 18, 2020 (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 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 notwithstanding such restriction, (i) during the fiscal year of the Borrower ending December 31, 2020, the Borrower may make Restricted Payments in a total amount of up to $60,000,000 and (ii) during the fiscal year of the Borrower ending December 31, 2021, the Borrower may make Restricted Payments in a total amount of up to $80,000,000, or (b) if any Default or Event of Default shall have occurred and continued hereunder."

 

1.2 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 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)

 

2
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed 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/ Peter I. Bystol

 

Title: Senior Vice President

 

 

MARTEN TRANSPORT, LTD., as the Borrower

 

 

By: /s/ James J. Hinnendael

James J. Hinnendael

Title: Chief Financial Officer

 

 

3
 

 

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 Eleventh Amendment to the Credit Agreement, to be dated on or about August 17, 2021 (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 August 17, 2021.

 

 

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

  LOGO.JPG

MARTEN TRANSPORT DECLARES SPECIAL AND QUARTERLY DIVIDENDS

 

MONDOVI, Wis., August 17, 2021 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) announced today that its Board of Directors has declared a special cash dividend of $0.50 per share of common stock and a regular quarterly cash dividend of $0.04 per share of common stock.

 

Executive Chairman Randolph L. Marten said, “The Board’s decision to declare the special and quarterly cash dividends reflects our strong financial position and commitment to enhancing stockholder value. This special dividend increases our current dividend yield to 4.3% and makes 2021 our third consecutive year with special dividends - with payments of $0.50 per share in 2020 and $0.43 per share in 2019.”

 

The dividends will be payable on October 4, 2021 to stockholders of record at the close of business on September 20, 2021. No portion of either dividend is considered to be a return of capital. This is Marten’s 45th consecutive quarterly cash dividend. With the payment of these dividends, Marten will have paid a total of $189.7 million in cash dividends since the dividend program was implemented in the third quarter of 2010.

 

Marten Transport, with headquarters in Mondovi, Wis., is a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across the Company’s five distinct business platforms – Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico. Marten is one of the leading temperature-sensitive truckload carriers in the United States, specializing in transporting and distributing food, beverages and other consumer packaged goods that require a temperature-controlled or insulated environment. The Company 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, including Marten’s current expectations concerning future payment of dividends. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially from those expressed in such forward-looking statements. Important factors known to Marten that could cause actual results to differ materially from those discussed in the forward-looking statements are discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Marten undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

CONTACTS: Tim Kohl, Chief Executive Officer and President, and Jim Hinnendael, Executive Vice President and Chief Financial Officer, of Marten Transport, Ltd., 715-926-4216.