8-K
filed May 15, 2024, 7:59 PM ET
ticker PAL
CIK 0001998768
M&A
confidence high
sentiment neutral
materiality 0.80
Proficient Auto Logistics, Inc (PAL): M&A transaction — Proficient Auto Logistics completes acquisitions of five founding companies for ~$180M cash + stock
Proficient Auto Logistics, Inc
- Acquired Delta Auto Transport, Deluxe Auto Carriers, Sierra Mountain, Proficient Auto Transport, and Tribeca Automotive for $180.4M cash and 6.98M shares.
- Richard O'Dell appointed CEO and Chair; Randy Beggs named President & COO; Ross Berner and Mark McKinney resigned as directors and officers.
- Board expanded from 6 to 10; new directors O'Dell, Beggs, Steven Lux, and John Skiadas appointed.
- Adopted 2024 Long-Term Incentive Plan and Code of Business Conduct; filed amended certificate of incorporation and bylaws.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark McKinney resigned as director at Proficient Auto Logistics, Inc.
- Action
- resigned
Exact text from the filing
Each of Ross Berner and Mark McKinney, who had previously been appointed to the Board, resigned from the Board, effective upon the consummation of the IPO.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard O'Dell was appointed as Director at Proficient Auto Logistics, Inc.
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board of Directors (the “Board”) of the Company expanded its size from six to ten directors, and appointed Richard O’Dell, age 62, Randy Beggs, age 64, Steven F. Lux, age 66 and John Skiadas, age 53, as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ross Berner departed as other_named_officer at Proficient Auto Logistics, Inc.
- Action
- stepped down
Exact text from the filing
Effective May 13, 2024, Messrs. Berner and McKinney stepped down as executive officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard O'Dell was appointed as Chief Executive Officer at Proficient Auto Logistics, Inc.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Effective May 13, 2024, Messrs. Berner and McKinney stepped down as executive officers of the Company, and the following individuals became the executive officers of the Company, with the respective position(s) set forth in the table below: Name Position Richard O’Dell Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Randy Beggs was appointed as Director at Proficient Auto Logistics, Inc.
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board of Directors (the “Board”) of the Company expanded its size from six to ten directors, and appointed Richard O’Dell, age 62, Randy Beggs, age 64, Steven F. Lux, age 66 and John Skiadas, age 53, as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Randy Beggs was appointed as President and Chief Operating Officer at Proficient Auto Logistics, Inc.
- Action
- appointed
- Role
- President and Chief Operating Officer
Exact text from the filing
Randy Beggs President and Chief Operating Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Skiadas was appointed as Director at Proficient Auto Logistics, Inc.
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board of Directors (the “Board”) of the Company expanded its size from six to ten directors, and appointed Richard O’Dell, age 62, Randy Beggs, age 64, Steven F. Lux, age 66 and John Skiadas, age 53, as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark McKinney departed as other_named_officer at Proficient Auto Logistics, Inc.
- Action
- stepped down
Exact text from the filing
Effective May 13, 2024, Messrs. Berner and McKinney stepped down as executive officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard O'Dell was appointed as Chairperson of the Board at Proficient Auto Logistics, Inc.
- Action
- appointed
- Role
- Chairperson of the Board
Exact text from the filing
Mr. O’Dell was appointed Chairperson of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ross Berner resigned as director at Proficient Auto Logistics, Inc.
- Action
- resigned
Exact text from the filing
Each of Ross Berner and Mark McKinney, who had previously been appointed to the Board, resigned from the Board, effective upon the consummation of the IPO.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven F. Lux was appointed as Director at Proficient Auto Logistics, Inc.
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board of Directors (the “Board”) of the Company expanded its size from six to ten directors, and appointed Richard O’Dell, age 62, Randy Beggs, age 64, Steven F. Lux, age 66 and John Skiadas, age 53, as directors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Proficient Auto Logistics, Inc: Code of Business Conduct adopted (effective 2024-05-13).
- Change
- code of ethics
- Effective
- 2024-05-13
Exact text from the filing
In connection with the consummation of the IPO, the Board adopted a Code of Business Conduct, effective as of May 13, 2024.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Proficient Auto Logistics, Inc: Amended and Restated Bylaws became effective (effective 2024-05-13).
- Change
- bylaw amendment
- Effective
- 2024-05-13
Exact text from the filing
On May 13, 2024, the Company's Amended and Restated Bylaws (the "A&R Bylaws") became effective.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Proficient Auto Logistics, Inc: Third Amended and Restated Certificate of Incorporation filed (effective 2024-05-10).
- Change
- charter amendment
- Effective
- 2024-05-10
Exact text from the filing
On May 10, 2024, the Company filed a Third Amended and Restated Certificate of Incorporation (the "A&R Certificate of Incorporation") with Secretary of State of the State of Delaware.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Proficient Auto Logistics, Inc completed an acquisition involving Founding Companies for $180.4 million in cash and 6,978,191 shares of common stock (closed 2024-05-13).
- Action
- acquisition
- Counterparty
- Founding Companies
- Consideration
- $180.4 million in cash and 6,978,191 shares of common stock
- Closing
- 2024-05-13
Exact text from the filing
of the Founding Companies for a combination of cash and shares of the Company’s common stock. The aggregate cash consideration that paid in the Combinations was approximately $180.4 million, subject to post-closing adjustments. The aggregate stock consideration the Company paid in the Combinations consisted of approximately 6,978,191 shares of the Company’s common
View on SEC.gov
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