--- schema_version: "secwatch.filing_event.v1" accession: "0000002178-25-000022" form_type: "8-K" ticker: null cik: "0000002178" company_name: "ADAMS RESOURCES & ENERGY, INC." filed_at: "2025-02-04T23:59:59+00:00" generated_at: "2026-05-27T03:41:18.269665+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Adams Resources & Energy completes merger with ARE Equity for $38/share ## Summary - Merger closed Feb 4, 2025; shareholders receive $38.00 per share in cash. - Total merger consideration approximately $102 million. - Credit agreement for up to $80M entered to fund portion of consideration. - All prior directors resigned; Todd P. Sullivan, William W. Sullivan, John R. Sullivan appointed. - Common stock delisted from NYSE American; company to deregister under Exchange Act. ## SEC filing metadata - accession: 0000002178-25-000022 - form_type: 8-K - cik: 0000002178 - company_name: ADAMS RESOURCES & ENERGY, INC. - filed_at: 2025-02-04T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/ae-20250204.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000002178-25-000022 - JSON: https://secwatch.observer/filing/0000002178-25-000022.json - Plain text: https://secwatch.observer/filing/0000002178-25-000022.txt ## Key facts - Debt Financings 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm - Executive change Michelle A. Earley resigned as Director at ADAMS RESOURCES & ENERGY, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm - Executive change Richard C. Jenner resigned as Director at ADAMS RESOURCES & ENERGY, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm - Executive change Townes G. Pressler resigned as Director at ADAMS RESOURCES & ENERGY, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm - Executive change John R. Sullivan was appointed as Director at ADAMS RESOURCES & ENERGY, INC.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm - Executive change Murray E. Brasseux resigned as Director at ADAMS RESOURCES & ENERGY, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm - Executive change Dennis E. Dominic resigned as Director at ADAMS RESOURCES & ENERGY, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm - Executive change Kevin J. Roycraft resigned as Director at ADAMS RESOURCES & ENERGY, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm - Executive change Todd P. Sullivan was appointed as Director at ADAMS RESOURCES & ENERGY, INC.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm - Executive change John O. Niemann, Jr. resigned as Director at ADAMS RESOURCES & ENERGY, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm - Executive change William W. Sullivan was appointed as Director at ADAMS RESOURCES & ENERGY, INC.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.