COVENANT LOGISTICS GROUP, INC. CVLG
Terms unclear
Unclear — read the filing yourself
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
| Status | Closed |
|---|---|
| Closing date | 2021-09-03 |
| How it is priced | Dutch auction |
| Odd-lot threshold | Fewer than 100 shares |
| Must tender everything you hold | Yes |
| Must tick the odd-lot box on the form | Yes |
| Price offered | USD $21.00 to $23.00 per share, in steps of $0.25 |
| Most an odd-lot tender could be | $2,079.00 to $2,277.00 |
Where each of these comes from
Every line above was read out of the filing. Here is the wording it was read from, so you can check it.
election_required = True...Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure. See Section 1. Has the Company or its Board of Directors adopted a position on the Offer? Our Board of Directors has authorized us to make the Offer. However, none of the Company, the members o...
expiry = 2021-09-03...40.0 Million in Value of Shares of Its Class A Common Stock At a Cash Purchase Price not greater than $23.00 per Share Nor Less than $21.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 3, 2021, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Covenant Logistics Group, Inc., a Nevada corporation (the “Company,” “Covenant,” “we,” “us” or “our”), invites our stockholders to tender u...
listed = True...ock, of which there are 2,350,000 shares outstanding. THE OFFER IS NOT CONDITIONED ON THE RECEIPT OF FINANCING OR ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. The Shares are listed and traded on the NASDAQ Global Select Market (“NASDAQ”) under the trading symbol “CVLG.” On August 6, 2021, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $20.27 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to tender...
mechanism = DUTCH...cash tender offer is an appropriate mechanism to return capital to stockholders that seek liquidity under current market conditions while, at the same time, allowing other stockholders to share in a higher portion of our future potential. We believe that the modified Dutch auction tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our stockholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment in the Company if they so elect. The Offer provides stockholders with an opportunity to obtain liqui...
must_tender_all = True...set forth in Section 3. In what order will you purchase the tendered Shares? We will purchase Shares on the following basis: • first, we will purchase all Odd Lots (as defined in Section 1) of less than 100 Shares at the Final Purchase Price from stockholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference); • second, after purchasing all the Odd Lots that were properly tendered at...
price = USD 21.0-23.0...ommonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to tender your Shares. The price range for the Offer is $21.00 to $23.00 per Share. We will select the single lowest purchase price (in increments of $0.25), not greater than $23.00 nor less than $21.00 per Share, that will allow us to purchase up to $40.0 million in value of Shares at such...
threshold = 100...y tendered must have tendered all of their Shares. Random lot would be facilitated by the Company. Therefore, we may not purchase all of the Shares that you tender even if you tender them at or below the Final Purchase Price. See Section 1 and Section 6. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter o...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 exhibit99a1i.htm EXHIBIT (A)(1)(I) (OFFER TO PURCHASE, DATED AUGUST 9, 2021) Exhibit (a)(1)(i) Offer to Purchase by Covenant Logistics Group, Inc. Up to $40.0 Million in Value of Shares of Its Class A Common Stock At a Cash Purchase Price not greater than $23.00 per Share Nor Less than $21.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2021-08-09 | SC TO-I | original (governing) | View |