Item 1.01. Entry into a Material Definitive Agreement.
On August 17, 2021, Marten Transport, Ltd. ("Marten") entered into an Eleventh
Amendment to Credit Agreement (the "Amendment") with U.S. Bank National
Association, as agent (the "Agent"), and certain lenders party thereto
(collectively, the "Lenders"). The Amendment amends that certain Credit
Agreement, dated as of August 31, 2006, entered into by and among Marten, the
Agent, and the Lenders (the "Original Agreement"), as modified by amendments
dated as of January 1, 2007, November 30, 2007, May 27, 2011, December 10, 2012,
December 22, 2014, November 4, 2015, December 6, 2016, August 24, 2018, August
13, 2019 and November 18, 2020 (collectively, the "Prior Amendments" and,
together with the Original Agreement, the "Current Credit Agreement"). Marten
previously filed copies of the Original Agreement and the Prior Amendments with
the Securities and Exchange Commission.
The Amendment waives the limitations of certain restrictive payments under the
Current Credit Agreement through December 31, 2021 to allow for stock
redemptions and dividends in excess of 25% of Marten's total consolidated net
income for its most recent prior fiscal year in a total amount of up to
$80,000,000. The obligations arising under the revolving credit facility
continue to be guaranteed by each of Marten's existing subsidiaries.
The foregoing description of the Amendment is qualified in its entirety by
reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information described under Item 1.01 "Entry into a Material Definitive
Agreement" is incorporated herein by this reference.
Item 8.01 Other Events.
On August 17, 2021, Marten issued a press release announcing that its board of
directors had declared a special cash dividend of $0.50 per share of common
stock and a regular quarterly cash dividend of $0.04 per share of common stock.
The dividends will be payable on October 4, 2021 to stockholders of record at
the close of business on September 20, 2021.
Attached hereto as Exhibit 99.1 is a copy of Marten's press release dated August
17, 2021 announcing the special dividend and regular quarterly dividend.
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Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Shell Company Transactions.
Not Applicable.
(d) Exhibits.
Exhibit No. Description
10.1 Eleventh Amendment to Credit Agreement, dated as of August
17, 2021, by and among Marten Transport, Ltd., as borrower,
the banks party thereto as lenders, and U.S. Bank National
Association, as agent for the lenders (included herewith).
99.1 Press Release dated August 17, 2021 (included herewith).
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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