Item 8.01 Other Events.
On June 3, 2020, Werner Enterprises, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with the Clarence L.
Werner Revocable Trust (the "Selling Shareholder") and Morgan Stanley & Co. LLC,
as representative of the several underwriters named therein (the
"Underwriters"), in connection with the offer and sale by the Selling
Shareholder of 12,845,930 shares (the "Firm Shares") of the Company's common
stock, par value $0.01 per share, at a price of $41.00 per share in an
underwritten public offering. Pursuant to the terms of the Underwriting
Agreement, the Selling Shareholder granted the Underwriters a 30-day option to
purchase up to an additional 1,284,593 shares (the "Option Shares" and, together
with the Firm Shares, the "Shares") of common stock on the same terms and
conditions. On June 4, 2020, the Underwriters exercised their option to purchase
the Option Shares in full. The sale of the Shares pursuant to the Underwriting
Agreement was completed on June 8, 2020. The Company did not receive any
proceeds from the sale of the Shares by the Selling Shareholder.
The Underwriting Agreement contains representations and warranties and covenants
that are customary for transactions of this type. In addition, each of the
Company and the Selling Shareholder has agreed to indemnify the other and the
Underwriters against certain liabilities on customary terms. The foregoing
description of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated
herein by reference.
The offer and sale of the Shares was made pursuant to the Company's effective
shelf registration statement on Form S-3 (File No. 333-238879), including the
Prospectus contained therein dated June 2, 2020, and a related Prospectus
Supplement dated June 3, 2020, each of which is on file with the Securities and
Exchange Commission. A copy of the opinion of Baird Holm LLP relating to the
legality of the Shares is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
No. Exhibit
1.1 Underwriting Agreement, dated June 3, 2020, among the Company, the
Selling Shareholder and Morgan Stanley & Co. LLC, as representative
of the several underwriters named therein
5.1 Opinion of Baird Holm LLP regarding the legality of the Shares
23.1 Consent of Baird Holm LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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