secwatch / observer
8-K filed February 4, 2025, 6:59 PM ET CIK 0000002178
M&A confidence high sentiment neutral materiality 0.90

ADAMS RESOURCES & ENERGY, INC.: M&A transaction — Adams Resources & Energy completes merger with ARE Equity for $38/share

ADAMS RESOURCES & ENERGY, INC.

item 1.01item 1.02item 2.01item 2.03item 3.01item 3.03item 5.01item 5.02item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Michelle A. Earley

Director
ADAMS RESOURCES & ENERGY, INC.
Effective
2025-02-04
Filed
February 4, 2025, 6:59 PM ET
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
Departed

Richard C. Jenner

Director
ADAMS RESOURCES & ENERGY, INC.
Effective
2025-02-04
Filed
February 4, 2025, 6:59 PM ET
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
Departed

Townes G. Pressler

Director
ADAMS RESOURCES & ENERGY, INC.
Effective
2025-02-04
Filed
February 4, 2025, 6:59 PM ET
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
Appointed

John R. Sullivan

Director
ADAMS RESOURCES & ENERGY, INC.
Effective
2025-02-04
Filed
February 4, 2025, 6:59 PM ET
Todd P. Sullivan, William W. Sullivan and John R. Sullivan were appointed to the board of directors of the Company, effective as of the Effective Time.
Departed

Murray E. Brasseux

Director
ADAMS RESOURCES & ENERGY, INC.
Effective
2025-02-04
Filed
February 4, 2025, 6:59 PM ET
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
Departed

Dennis E. Dominic

Director
ADAMS RESOURCES & ENERGY, INC.
Effective
2025-02-04
Filed
February 4, 2025, 6:59 PM ET
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
Departed

Kevin J. Roycraft

Director
ADAMS RESOURCES & ENERGY, INC.
Effective
2025-02-04
Filed
February 4, 2025, 6:59 PM ET
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
Appointed

Todd P. Sullivan

Director
ADAMS RESOURCES & ENERGY, INC.
Effective
2025-02-04
Filed
February 4, 2025, 6:59 PM ET
Todd P. Sullivan, William W. Sullivan and John R. Sullivan were appointed to the board of directors of the Company, effective as of the Effective Time.
Departed

John O. Niemann, Jr.

Director
ADAMS RESOURCES & ENERGY, INC.
Effective
2025-02-04
Filed
February 4, 2025, 6:59 PM ET
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
Appointed

William W. Sullivan

Director
ADAMS RESOURCES & ENERGY, INC.
Effective
2025-02-04
Filed
February 4, 2025, 6:59 PM ET
Todd P. Sullivan, William W. Sullivan and John R. Sullivan were appointed to the board of directors of the Company, effective as of the Effective Time.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

ADAMS RESOURCES & ENERGY, INC. incurred credit facility of aggregate principal amount of up to $80,000,000 with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto.

Instrument
credit facility
Principal
aggregate principal amount of up to $80,000,000
Counterparty
Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto
Event
incurrence
Exact text from the filing
Merger Sub entered into that certain Credit Agreement, dated as of February 4, 2025, by and among Merger Sub, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto (the “Wells Fargo Credit Agreement”), which provides for revolving loans, term loans and letters of credit in an aggregate principal amount of up to $80,000,000.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Michelle A. Earley resigned as Director at ADAMS RESOURCES & ENERGY, INC..

Action
resigned
Role
Director
Exact text from the filing
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Richard C. Jenner resigned as Director at ADAMS RESOURCES & ENERGY, INC..

Action
resigned
Role
Director
Exact text from the filing
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Townes G. Pressler resigned as Director at ADAMS RESOURCES & ENERGY, INC..

Action
resigned
Role
Director
Exact text from the filing
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

John R. Sullivan was appointed as Director at ADAMS RESOURCES & ENERGY, INC..

Action
appointed
Role
Director
Exact text from the filing
Todd P. Sullivan, William W. Sullivan and John R. Sullivan were appointed to the board of directors of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Murray E. Brasseux resigned as Director at ADAMS RESOURCES & ENERGY, INC..

Action
resigned
Role
Director
Exact text from the filing
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Dennis E. Dominic resigned as Director at ADAMS RESOURCES & ENERGY, INC..

Action
resigned
Role
Director
Exact text from the filing
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Kevin J. Roycraft resigned as Director at ADAMS RESOURCES & ENERGY, INC..

Action
resigned
Role
Director
Exact text from the filing
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Todd P. Sullivan was appointed as Director at ADAMS RESOURCES & ENERGY, INC..

Action
appointed
Role
Director
Exact text from the filing
Todd P. Sullivan, William W. Sullivan and John R. Sullivan were appointed to the board of directors of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

John O. Niemann, Jr. resigned as Director at ADAMS RESOURCES & ENERGY, INC..

Action
resigned
Role
Director
Exact text from the filing
each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

William W. Sullivan was appointed as Director at ADAMS RESOURCES & ENERGY, INC..

Action
appointed
Role
Director
Exact text from the filing
Todd P. Sullivan, William W. Sullivan and John R. Sullivan were appointed to the board of directors of the Company, effective as of the Effective Time.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

ADAMS RESOURCES & ENERGY, INC. underwent a change of control involving ARE Equity Corporation (successor-in-interest to Tres Energy LLC) for $38.00 per share in cash (closed 2025-02-04).

Action
change of control
Counterparty
ARE Equity Corporation (successor-in-interest to Tres Energy LLC)
Consideration
$38.00 per share in cash
Closing
2025-02-04
Exact text from the filing
Time (other than shares held by any holder who is entitled to appraisal rights and properly exercised such rights under Delaware law) was converted into the right to receive $38.00 in cash, without interest (the “Merger Consideration”); • each equity award that was subject to time-based vesting conditions that was outstanding immediately prior to the
View on SEC.gov

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Source: SEC EDGAR
accession 0000002178-25-000022
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