Item 8.01 Other Events.
Risk Factor Update
Adams Resources & Energy, Inc. (the "Company") is supplementing the risk factors
set out under "Item 1A. Risk Factors" in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2021 (the "2021 Form 10-K") with an additional
risk factor set out below. The risk factor should be read in conjunction with
the other risk factors set out in the 2021 Form 10-K.
Our largest shareholder has indicated its intent to divest its ownership of our
stock.
On May 6, 2022, KSA Industries, Inc. ("KSA"), our largest shareholder, filed an
amended beneficial ownership report on Schedule 13D that indicated its decision
to pursue a potential sale of the Company common stock that it holds. According
to KSA's amended Schedule 13D, sales may take place in the open market, in
privately negotiated transactions, through derivative transactions, through
public offerings or otherwise, subject to market conditions, legal and
regulatory requirements, any contractual limitations and other factors the
shareholder considers relevant from time to time. KSA currently owns
approximately 38% of our outstanding common stock, which gives it a significant
degree of control over the approval of significant corporate transactions, a
sale of our company, decisions about our capital structure, the composition of
our board of directors, amendments to our certificate of incorporation and any
other matter submitted to stockholders for approval. If KSA were to sell a
substantial amount of stock on the open market or otherwise, it could have an
adverse effect on our stock price. In the event that KSA were to sell its shares
in the Company in a block to a third party, that third party would obtain a
similar degree of control of the Company, may be able to influence the strategic
direction of the Company, and may have interests that differ from those of our
long-term shareholders. Such a sale to a single purchaser may also constitute an
event of default under our existing revolving credit facility if it is made
without our lender's consent. Since the filing of the amended Schedule 13D, the
Company and KSA have held preliminary discussions through advisors about the
degree, if any, to which the Company may be involved in such a sale. As of the
date hereof, the Company cannot predict the timing, nature or outcome of a sale
of our stock by KSA, if any. We cannot assure you that KSA will not take actions
that impair our ability to implement our business plan effectively or that
conflict with the best interests of our other shareholders.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are not guarantees of future results or conditions but rather are
subject to various factors, risks and uncertainties that could cause actual
outcomes to differ materially from those expressed in these forward-looking
statements, including, but not limited to, the timing, nature or occurrence of
any sale of shares by our largest shareholder, our ability to execute our
business plan effectively and those factors identified in our filings with the
Securities and Exchange Commission as may be accessed at www.sec.gov. The
Company undertakes no obligation to update the disclosure provided in this
Current Report on Form 8-K on account of new information, future events, changes
in expectations or otherwise, except as required by law.
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