CHICAGO, IL -- (Marketwired) -- 04/29/15 --
Echo Global Logistics, Inc. (NASDAQ: ECHO), a leading provider of technology-enabled transportation and supply chain management services (the "Company"), today announced the pricing of 5,000,000 shares of its common stock ("Common Stock") at a price of $29.00 per share and $200,000,000 aggregate principal amount of its 2.50% convertible senior notes due 2020 (the "Notes") in concurrent underwritten registered public offerings (collectively, the "Offerings"). The Notes offering was upsized from the previously announced $150,000,000 aggregate principal amount of Notes. In addition, the Company has granted the underwriters 30-day options to purchase up to an additional 750,000 shares of Common Stock and $30,000,000 aggregate principal amount of Notes from the Company,
The Notes will bear interest at a rate of 2.50% per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2015. The Notes will be convertible, under certain circumstances and during certain periods, into cash, shares of Common Stock, or a combination of cash and shares of Common Stock at the Company's election, at an initial conversion rate of 25.5428 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $39.15 per share of Common Stock. The Notes will mature on May 1, 2020, unless repurchased, redeemed or converted in accordance with their terms prior to such date. If the purchase agreement relating to the Company's previously announced pending acquisition of Command Transportation, LLC (the "Command Acquisition") is terminated, the Company may redeem all, but not less than all, of the outstanding Notes for cash on a redemption date to occur on or prior to November 3, 2015.
The Company estimates that the net proceeds of the Offerings will be approximately $330,250,000 (or approximately $380,012,500 if the underwriters' options to purchase additional shares of Common Stock and Notes are exercised in full), after deducting the underwriters' discounts and commissions and estimated offering expenses. The Company currently intends to use the net proceeds of the Offerings to fund a portion of the purchase price of the Command Acquisition. In the event that the Command Acquisition is not consummated, the Company intends to use the net proceeds from the Offerings to fund the redemption of the Notes (if it so elects) and for working capital and general corporate purposes.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC are acting as joint book-running managers for the Offerings, and PNC Capital Markets LLC is acting as co-manager for the Offerings. Stephens Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, William Blair & Company, L.L.C., Cowen & Company, LLC and FBR Capital Markets & Co. are acting as co-managers for the Common Stock offering. The Company has filed a registration statement (including a base prospectus and related preliminary prospectus supplements) with the Securities and Exchange Commission, or SEC, for the Offerings. Before you invest, you should read the preliminary prospectus
supplements, the accompanying prospectus and the other documents the Company has filed with the SEC for more complete information about the Company and the Offerings. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Company, the underwriters or any dealer participating in the Offerings will arrange to send you the preliminary prospectus supplements and the accompanying prospectus if you request them by contacting Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014 or from Credit Suisse Securities (
USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York, 10010, telephone: 1-800-221-1037, or e-mail: email@example.com.
About Echo Global Logistics
Echo Global Logistics, based in Chicago, is a leading provider of technology-enabled transportation and supply chain management services. Echo maintains a proprietary web-based technology platform that compiles and analyzes data from its network of over 30,000 transportation providers to serve its clients' transportation and supply chain management needs.
Echo services clients across a wide range of industries, such as manufacturing, construction, consumer products and retail.
This press release contains forward-looking statements regarding our planned offer and sale of common stock and convertible senior notes and the use of the net proceeds from any such sale. We cannot be sure that we will complete either or both of the Offerings or, if we do, on what terms we will complete them. Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties, including those discussed under the caption "Risk Factors" in the prospectus and prospectus supplements. In addition, Echo management retains broad discretion with respect to the allocation of the net proceeds of these Offerings. The forward-looking statements speak only as of the date of this release, and Echo is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a
result of new information, future events, or otherwise.
Source: Echo Global Logistics
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