Item 1.01. Entry into a Material Definitive Agreement.
On
The Amendment also contains a one-time waiver and consent to (a) the
consummation of the acquisition of up to 45% of the outstanding shares of common
stock, par value
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
The information required by this Item 2.03 with respect to the Amendment is set forth under Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
Important Information about the Tender Offer
The cash tender offer in connection with the Rubicon Acquisition (the "Offer")
has not yet commenced. This document is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell any
securities, nor is it a substitute for the tender offer materials that the
Company will file with the
Investors and security holders are urged to read both the Tender Offer Statement and the Solicitation/ Recommendation Statement regarding the Offer, as they may be amended from time to time, when they become available because they will contain important information.
Investors and security holders may obtain a free copy of these statements (when
available) and other documents filed with the
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K (the "Report") contains certain statements that
are, or may deemed to be, "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and that reflect management's current expectations with
respect to our operations, performance, financial condition, and other
developments. These forward-looking statements may generally be identified by
the use of the words "may," "will," "intends," "plans," projects," "believes,"
"should," "expects," "predicts," "anticipates," "estimates," and similar
expressions or the negative of these terms or other comparable terminology.
These statements are necessarily estimates reflecting management's best judgment
based upon current information and involve a number of risks, uncertainties and
assumptions. We caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and readers
are advised that various factors could affect our financial performance and
could cause our actual results for future periods to differ materially from
those anticipated or projected. While it is impossible to identify all such
factors, such factors include, but are not limited to: uncertainties as to the
timing of the Offer; uncertainties as to how many of Rubicon's stockholders will
tender their shares in the Offer; the risk that competing offers or acquisition
proposals will be made; the possibility that various conditions to the
consummation of the Offer contemplated by the Purchase Agreement may not be
satisfied or waived; the effects of disruption from the transactions
contemplated by the Purchase Agreement and the impact of the announcement and
pendency of the transactions on either party's business; the risk that
stockholder litigation in connection with the Offer may result in significant
costs of defense, indemnification and liability, and diversion of management
time and attention from managing the affairs of the Company or Rubicon, the
impact of the coronavirus on the worldwide economic conditions and on our
businesses, our strategy of expanding our business through acquisitions of other
businesses? the risk that we may fail to realize the expected benefits or
strategic objectives of any acquisition, or that we spend resources exploring
acquisitions that are not consummated? risks associated with litigation,
including contingent auto liability and insurance coverage; indemnification
claims and other unforeseen claims and liabilities that may arise from an
acquisition? economic and other conditions in the markets in which we operate?
the risk that we may not have sufficient working capital to continue operations?
instability in the financial markets? our dependence on key employees? impacts
from climate change, including the increased focus by third-parties on
sustainability issues and our ability to comply therewith; competition from
parties who sell their businesses to us and from professionals who cease working
for us? terrorist attacks and other acts of violence or war? security breaches
or cybersecurity attacks; our compliance with applicable privacy, security and
data laws? competition faced by our logistics services freight carriers with
greater financial resources and from companies that operate in areas in which we
plan to expand? our dependence on the availability of cargo space from third
parties? recessions and other economic developments that reduce freight volumes?
other events affecting the volume of international trade and international
operations? risks arising from our logistics services business' ability to
manage staffing needs? competition faced in the freight forwarding, freight
brokerage, logistics and supply chain management industry? industry
consolidation and our ability to gain sufficient market presence with respect to
our logistics services business? risks arising from our ability to comply with
governmental permit and licensing requirements or statutory and regulatory
requirements? seasonal trends? competition faced by our manufacturing business,
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description 10.1 Consent, Waiver and Second Amendment to Amended and Restated Loan Agreement, dated as ofJuly 13, 2022 , by and amongSantander Bank, N.A .,Janel Group, Inc. ,Expedited Logistics and Freight Services, LLC ,ELFS Brokerage LLC ,Janel Corporation andExpedited Logistics and Freight Services, LLC . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
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