As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/03/22  USA Truck Inc.                    DEFM14A                1:2.9M                                   Scudder Law Firm P C/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Statement - Merger or Acquisition  HTML   1.48M 

Filed by the Registrant ☒		Filed by a Party other than the Registrant ☐

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

☐		No fee required
☒		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Alexander D. Greene				James D. Reed
Chairman of the Board				President and Chief Executive Officer

	By Order of the Board of Directors
	Charles Lane
	Secretary

SUMMARY TERM SHEET	1
The Parties	1
The Merger	1
The Special Meeting	2
Stockholders Entitled to Vote; Vote Required to Adopt the Merger Agreement	2
How to Vote	2
Recommendation of the Board; Reasons for Recommending the Adoption of the Merger Agreement	3
Opinion of Evercore Group L.L.C.	3
Certain Effects of the Merger	3
Consequences if the Merger is Not Completed	4
Treatment of Company Equity Awards	4
Interests of Directors and Executive Officers in the Merger	5
Conditions to Consummation of the Merger	5
Regulatory Approvals	6
Restrictions on Solicitation of Acquisition Proposals	7
Termination of the Merger Agreement	8
Company Termination Fee	10
Appraisal Rights	10
Litigation Related to the Merger	11
Material U.S. Federal Income Tax Consequences of the Merger	11
Additional Information	12
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER	12
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	19
PARTIES TO THE MERGER	20
The Company	20
Parent	20
Merger Sub	21
THE SPECIAL MEETING	21
Date, Time and Place of the Special Meeting	21
Purpose of the Special Meeting	21
Recommendation of the Board	21
Record Date and Quorum	22
Vote Required for Approval	22
Effect of Abstentions and Failures to Vote	23
How to Vote	23
Revocation of Proxies	24
Adjournments and Postponements	25
Solicitation of Proxies	25
Stockholder List	25
Questions and Additional Information	26
PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT	26
PROPOSAL 2: NON-BINDING COMPENSATION ADVISORY PROPOSAL	26
PROPOSAL 3: AUTHORITY TO ADJOURN THE SPECIAL MEETING	27
THE MERGER	27
Overview	27
Background of the Merger	28
Recommendation of the Board	36
Reasons for Recommending the Adoption of the Merger Agreement	36

Forward-Looking Financial Information	40
Opinion of Evercore Group L.L.C.	43
Interests of Directors and Executive Officers in the Merger	51
Certain Effects of the Merger	56
Consequences if the Merger is Not Completed	56
Financing of the Merger	57
Material U.S. Federal Income Tax Consequences of the Merger	57
Regulatory Approvals Required for the Merger	61
Litigation Related to the Merger	62
THE AGREEMENT AND PLAN OF MERGER	62
Explanatory Note Regarding the Merger Agreement	62
Date of the Merger Agreement	62
Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers	63
Closing; Effective Time of the Merger	63
Effects of the Merger	63
Payment for Securities; Surrender of Certificates	63
Lost, Stolen or Destroyed Certificates	65
Treatment of Company Equity Awards	65
Appraisal Rights	66
Adjustments	66
Representations and Warranties	66
Covenants Regarding Conduct of Business by the Company Prior to the Merger	68
Restrictions on Solicitation of Acquisition Proposals	71
Efforts to Obtain Required Stockholder Approval	74
Efforts to Complete the Merger	74
Directors’ and Officers’ Indemnification and Insurance	75
Employee Matters	76
Stockholder Litigation	77
Takeover Statutes	77
Other Covenants	77
Conditions to Consummation of the Merger	77
Termination of the Merger Agreement	78
Company Termination Fee	80
Amendment and Waiver	80
No Third Party Beneficiaries	80
Governing Law; Jurisdiction	81
Specific Performance	81
Limitation on Recourse	81
APPRAISAL RIGHTS	81
STOCK OWNERSHIP	85
OTHER MATTERS	87
FUTURE STOCKHOLDER PROPOSALS	87
HOUSEHOLDING OF PROXY MATERIALS	88
WHERE YOU CAN FIND MORE INFORMATION	89
Annex A — Agreement and Plan of Merger
Annex B — Opinion of Evercore Group L.L.C.
Annex C — Section 262 of the Delaware General Corporation Law

SUMMARY TERM SHEET   This summary highlights certain information contained elsewhere in this proxy statement but may not contain all of the information that may be important to you with respect to the merger. We encourage you to carefully read this entire proxy statement and the attached annexes and the other documents to which this proxy statement refers to you for a more complete understanding of the matters being considered at the special meeting. In addition, this proxy statement incorporates by reference important business and financial information about USA Truck, Inc. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section entitled “Where You Can Find More Information.” Unless the context otherwise indicates, we refer to USA Truck, Inc. as the “Company,” “we,” “us” or “our.” We have included page references in this summary to direct you to a more complete description of the topics presented below.   The Parties (see page 20)   USA Truck, Inc., a Delaware corporation (the “Company”), provides comprehensive capacity solutions to a broad and diverse customer base throughout North America. The Company’s Trucking and USAT Logistics divisions blend an extensive portfolio of asset and asset-light services, offering a balanced approach for our customers’ supply chain management, including customized truckload, dedicated contract carriage, intermodal and third-party logistics freight management services. The Company’s principal executive offices are located at 3200 Industrial Park Road, Van Buren, Arkansas 72956, and its telephone number is 479-471-2500.   Schenker, Inc., is a New York corporation (“Parent”). Parent is a subsidiary of DB Schenker, a leading logistics provider. Upon completion of the merger, Parent will be the immediate parent company of the Company. Parent’s principal office is located at 1305 Executive Boulevard, Suite 200, Chesapeake, VA 23320, and its telephone number is 757-821-3400. Tango Merger, Inc., is a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Merger Sub was formed on June 23, 2022, expressly for the purpose of the merger and the other transactions contemplated by the merger agreement and conducts no other business. Upon completion of the merger, Merger Sub will merge with and into the Company, with the Company surviving, and Merger Sub will cease to exist. Merger Sub’s head office is located at 1305 Executive Boulevard, Suite 200, Chesapeake, VA 23320, and its telephone number is 757-821-3400.   The Merger (see page 27)   The Company, Parent and Merger Sub entered into an Agreement and Plan of Merger, dated as of June 23, 2022, (as it may be further amended, modified or supplemented from time to time, the “merger agreement”). On the terms and subject to the conditions of the merger agreement, Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger (the “surviving corporation”) as a wholly owned subsidiary of Parent. A copy of the merger agreement is attached as Annex A to this proxy statement. We encourage you to read the entire merger agreement carefully because it is the principal document governing the merger.   At the effective time of the merger (the “effective time”), each share of the Company’s common stock, par value $0.01 per share (“Company common stock”), that is issued and outstanding immediately prior to the effective time (other than (i) shares owned by the Company or its subsidiaries, Parent or Merger Sub and (ii) shares held by stockholders who are entitled to demand and have properly demanded appraisal of such shares pursuant to, and have otherwise complied in all respects with, Section 262 of the General Corporation Law of the state of Delaware (the “DGCL”) as of immediately prior to the effective time (clauses (i) and (ii), collectively, the “excluded shares”)) will be automatically cancelled and cease to exist and each holder of such shares will be entitled to receive $31.72 per share, in cash, without interest (the “merger consideration”), subject to any applicable withholding taxes.   Following the completion of the merger, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent.

Q:	Why am I receiving this proxy statement?

A:

On June 23, 2022, the Company entered into the merger agreement with Parent and Merger Sub providing for the acquisition of the Company by Parent for a price of $31.72 per share, in cash, without interest and subject to any applicable withholding taxes. You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the proposal to adopt the merger agreement and to approve the other related proposals to be voted on at the special meeting.

Q:	As a stockholder of the Company, what will I receive in the merger?

A:

If the merger is completed, you will be entitled to receive $31.72, in cash, without interest and subject to any applicable withholding taxes, for each share of Company common stock you own as of immediately prior to the effective time (other than the excluded shares), unless you have properly exercised and perfected your demand for appraisal rights in accordance the Section 262 of the DGCL with respect to such shares. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. Failure to timely and properly comply with such statutory requirements may result in the loss or waiver of your appraisal rights. See “The Agreement and Plan of Merger—Appraisal Rights” on page 66 of this proxy statement.

Q:	What will happen to my Company stock options in the merger?

A:

At the effective time, each then-outstanding and unexercised Company stock option (whether vested or unvested and whether exercisable or unexercisable) will become fully vested and be cancelled, and each holder of any such Company stock option will be entitled to receive a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such Company stock option and (ii) the excess, if any, of the merger consideration over the exercise price per share of each such cancelled Company stock option. For additional information regarding the treatment of outstanding Company equity awards, see the section entitled “The Agreement and Plan of Merger—Treatment of Company Equity Awards,” beginning on page 65.

Q:	What will happen to my restricted stock in the merger?

A:

At the effective time, each then-outstanding share of restricted stock (whether vested or unvested), will become fully vested and be cancelled, and each holder of any such restricted stock will be entitled to receive a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such award of restricted stock and (ii) the merger consideration. For additional information regarding the treatment of outstanding Company equity awards, see the section entitled “The Agreement and Plan of Merger—Treatment of Company Equity Awards,” beginning on page 65.

Q:	Where and when will the special meeting of stockholders be held?

A:	The special meeting of the Company stockholders will be held virtually via live webcast on September 12, 2022, at 11:00 a.m. Eastern Time at https://www.cstproxy.com/usa-truck/sm2022.

Q:	Are there any requirements if I plan to attend the special meeting?

A:

The special meeting will be held solely via live webcast, and there will not be a physical meeting location. Company stockholders will be able to attend the special meeting by visiting the special meeting website. If you choose to attend the special meeting and vote your shares via the special meeting website, you will need the control number included on your proxy card.

Q:	Who is entitled to vote at the special meeting?

A:

Only holders of record of Company common stock as of the close of business on August 1, 2022, the record date for the special meeting, are entitled to receive these proxy materials and to vote at the special meeting. You will be entitled to one vote on each of the proposals presented in this proxy statement for each share of Company common stock that you held on the record date.

Q:	What proposals will be considered at the special meeting?

A:

At the special meeting, you will be asked to consider and vote on:   •  a proposal to adopt the merger agreement, pursuant to which, subject to the satisfaction or waiver of certain specified conditions, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent;   •  a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger, as discussed in the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger,” beginning on page 51; and   •  a proposal to adjourn the special meeting to a later date or time if necessary, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

Q:	What vote is required to approve each of the proposals?

A:

The proposal to adopt the merger agreement requires the affirmative vote of the stockholders of two-thirds of the issued and outstanding shares of Company common stock entitled to vote on such matter. Abstentions and failures to vote (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf) will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. The approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the votes cast by stockholders present virtually or represented by proxy at the special meeting entitled to vote on such matter. Although the Board intends to consider the vote resulting from this proposal, the vote is advisory only and, therefore, is not binding on the Company or Parent or any of their respective subsidiaries, and, if the merger agreement is adopted by the Company stockholders and the merger is completed, the compensation that

Q:	How does the Board recommend that I vote on the proposals?

A:

Upon careful consideration, the Board has unanimously determined that the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of the Company and its stockholders, and unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement, “FOR” the non-binding compensation advisory proposal and “FOR” the proposal to adjourn the special meeting if necessary or appropriate. For a discussion of the factors that the Board considered in determining to recommend the adoption of the merger agreement, see the section entitled “The Merger—Reasons for Recommending the Adoption of the Merger Agreement,” beginning on page 36. In addition, in considering the recommendation of the Board with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of the Company stockholders generally. For additional information, see the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger,” beginning on page 51.

Q:	Have any of the Company’s stockholders already agreed to approve the proposal to adopt the merger agreement?

A:

No. Neither the Company nor any of its subsidiaries is a party to any voting trust, proxy, voting agreement, stockholders agreement, registration rights agreement or other similar agreement relating to the voting or disposition of any Company securities. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (whether on an as-converted basis or otherwise) (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

Q:	Do I need to attend the special meeting?

A:	No. It is not necessary for you to virtually attend the special meeting via the special meeting website in order to vote your shares. You may vote by mail, through the Internet or by phone, as described in more detail below.

Q:	Why am I being asked to consider and cast a non-binding advisory vote to approve the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger?

A:

Section 14A of the Exchange Act requires the Company to conduct a non-binding advisory vote with respect to certain “golden parachute” compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger, including the agreements and understandings with the Company pursuant to which such compensation may be paid or become payable. For additional information, see the section entitled “Proposal 2: Non-Binding Compensation Advisory Proposal,” beginning on page 26.

Q:	What will happen if the Company stockholders do not approve the non-binding compensation advisory proposal?

A:

The vote to approve the non-binding compensation advisory proposal is a vote separate and apart from the vote to adopt the merger agreement. Approval of the non-binding compensation advisory proposal is not a condition to completion of the merger and is advisory in nature only, meaning that it will not be binding on the Company or Parent or any of their respective subsidiaries. Accordingly, if the merger agreement is adopted by the Company stockholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers in accordance with the terms of their compensation agreements and arrangements even if this proposal is not approved.

Q:	What do I need to do now?

A:

After carefully reading and considering the information contained in this proxy statement and the Annexes attached to this proxy statement, please vote your shares of Company common stock in one of the ways described below as soon as possible. You will be entitled to one vote for each share of Company common stock that you owned on the record date.

Q:	If my shares are held for me by a bank, broker, trust or other nominee, will my bank, broker, trust or other nominee vote those shares for me with respect to the proposals?

A:

Your bank, broker, trust or other nominee will NOT have the power to vote your shares of Company common stock at the special meeting unless you provide instructions to your bank, broker, trust or other nominee on how to vote. You should instruct your bank, broker, trust or other nominee on how to vote your shares with respect to the proposals, using the instructions provided by your bank, broker, trust or other nominee. You may be able to vote through the Internet or by phone if your bank, broker, trust or other nominee offers this option.

Q:	What if I fail to instruct my bank, broker, trust or other nominee how to vote?

A:

Your bank, broker, trust or other nominee will NOT be able to vote your shares of Company common stock unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the proposal to adopt the merger agreement requires the affirmative vote of two-thirds of the outstanding shares of Company common stock, the failure to provide your nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

Q:	May I change my vote after I have mailed my proxy card or submitted my proxy through the Internet or by phone?

A:

Yes. You may revoke your proxy or change your vote at any time before it is voted at the special meeting. You may revoke your proxy by delivering a signed written notice of revocation stating that the proxy is revoked and bearing a date later than the date of the proxy to the Secretary of the Company at USA Truck, Inc., 3200 Industrial Park Road, Van Buren, Arkansas 72956. You may also revoke your proxy or change your vote by submitting another proxy through the Internet or by phone in accordance with the instructions on the enclosed proxy card. You may also submit a later-dated proxy card relating to the same shares of Company common stock. If you voted by completing, signing, dating and returning the enclosed proxy card, you should retain a copy of the voter control number found on the proxy card in the event that you later decide to revoke your proxy or change your vote through the Internet or by phone. Alternatively, your proxy may be revoked or changed by virtually attending the special meeting and voting virtually. However, simply virtually attending the

Q:	What happens if I transfer my shares of Company common stock before the special meeting?

A:

The record date for the special meeting is earlier than the date on which the merger is expected to be completed. If you own shares of Company common stock as of the close of business on the record date but transfer your shares prior to the special meeting, you will retain your right to vote at the special meeting, but the right to receive the merger consideration will pass to the person who holds such shares as of immediately prior to the effective time.

Q:	May I exercise dissenters’ rights or rights of appraisal in connection with the merger?

A:

Yes. In order to exercise your appraisal rights, you must follow the requirements set forth in Section 262 of the DGCL. Under the Delaware law, holders of record of Company common stock who do not vote in favor of adopting the merger agreement will have the right to seek appraisal of the fair value of their shares as determined by the Court of Chancery if the merger is completed. Appraisal rights will be available to these holders only if they deliver a written demand for an appraisal to the Company prior to the vote on the proposal to adopt the merger agreement at the special meeting and they comply with the procedures and requirements set forth in Section 262 of the DGCL, which are summarized in this proxy statement. The appraisal amount could be more than, the same as or less than the amount a stockholder would be entitled to receive under the terms of the merger agreement. A copy of Section 262 of the DGCL is included as Annex C to this proxy statement. For additional information, see the section entitled “Appraisal Rights,” beginning on page 81.

Q:	If I hold my shares in certificated form, should I send in my stock certificates now?

A:

No. Shortly after the merger is completed, stockholders holding certificated shares of Company common stock will be sent a letter of transmittal that includes detailed written instructions on how to return such stock certificates. You must return your stock certificates in accordance with such instructions in order to receive the merger consideration. PLEASE DO NOT SEND IN YOUR STOCK CERTIFICATE(S) NOW.

Q:	Should I do anything with respect to my Company equity awards now?

A:	No. There is no need for you to do anything with respect to your Company equity awards at this time. For additional information, see the section entitled “The Agreement and Plan of Merger—Treatment of Company Equity Awards,” beginning on page 65.

Q:	Who is soliciting my vote?

A:

The Board is soliciting your proxy, and the Company will bear the cost of soliciting proxies. MacKenzie Partners, Inc. has been retained to assist with the solicitation of proxies. MacKenzie Partners, Inc. will be paid approximately $25,000 and will be reimbursed for specified out-of-pocket expenses for these and other advisory services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of Company common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by MacKenzie Partners, Inc. or, without additional compensation, by the Parent or Merger Sub and certain of the Company’s, the Parent’s and Merger Sub’s directors, officers and employees.

Q:	Where can I find more information about the Company?

A:

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website, www.sec.gov, that contains reports, proxy, prospectus and other information regarding registrants, such as the Company. You can also find additional information about us at www.usa-truck.com. The information provided on our website is not part of this proxy statement and is not incorporated by reference in this proxy statement by this or any other reference to our website in this proxy statement. For a more detailed description of the information available, see the section entitled “Where You Can Find More Information,” beginning on page 89.

financial point of view. The representatives from Evercore then left the meeting. A representative from Scudder then reviewed the material terms of the merger agreement with respect to the $31.72 Proposal. The Board deliberated on the following factors: (1) the financial terms of the $31.72 Proposal, including the premium to the Company’s recent and historical stock prices; (2) the certainty of value given that the $31.72 Proposal is all-cash without a financing contingency; (3) the potential value of strategic alternatives reasonably available to the Company; (4) the terms and conditions of the merger agreement; (5) the oral opinion of Evercore, to be confirmed in writing; (6) the results of Evercore’s market check process which yielded no further indications of interest; (7) the timing and likelihood of the consummation of the merger, in light of the required regulatory approvals and commitments made by DBS in connection with obtaining such approvals; (8) multiple meetings and extensive discussions of the terms and conditions of the merger agreement, the merger, and other transactions contemplated by the merger agreement, including with financial and legal advisors; and (9) the recommendation of the Transaction Committee, based on its extensive review of the merger and the other transactions contemplated by the merger agreement, multiple meetings, and recommendations of financial and legal advisors, that the Company enter into the merger agreement with respect to the $31.72 Proposal. The Board also weighed the foregoing advantages and benefits against potentially negative factors, including limitations on the ability to respond to competing proposals to acquire the Company and terminate the merger agreement in connection with a superior proposal and termination fees in connection therewith, the impact of interim restrictions on the Company’s conduct between signing and closing, and the risk of the merger not being consummated and potential negative effects to the Company of failure to consummate the merger. Following such deliberations, the Board unanimously approved the merger agreement with respect to the $31.72 Proposal. summary of the financial projections is included in this proxy statement only because the financial projections were made available to the Board and Evercore and because portions of the financial projections were also made available to Parent. The financial projections are not included in this proxy statement to influence any stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to the shares of Company common stock. projections, the Company’s stockholders are cautioned not to place undue reliance on the financial projections. other constituencies of the Company, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or any class of such persons, whether relative to the merger consideration or otherwise.

from 12.5% to 14.5%, which were based on an estimate of the Company’s weighted average cost of capital, based on the mid-year cash flow discounting convention.  Based on this range of implied enterprise values, after adjusting for cash, debt and finance lease obligations as of March 31, 2022, and the number of fully diluted shares of Company common stock as of June 22, 2022, in each case as provided by the Company’s management, (i) the discounted cash flow analysis utilizing the perpetuity growth rate methodology to calculate the terminal value indicated a range of implied equity values per share of Company common stock of $18.95 to $32.60 and (ii) the discounted cash flow analysis utilizing the EBITDA exit multiple methodology to calculate the terminal value indicated a range of implied equity values per share of Company common stock of $26.10 to $39.15, compared to the merger consideration of $31.72 per share of Company common stock.

Month and Year Announced	Target / Acquiror	Transaction Value (in millions)	Enterprise Value / LTM EBITDA
June 2022	Metropolitan Trucking Inc. / P.A.M. Transportation (c)	$77	3.5x
August 2019	Millis Transfer, Inc. / Heartland	$150	5.1x
June 2018	Epes / Penske (c)	$350	6.5x (d)
July 2017	IDC / Heartland Express (c)	$113	4.3x (a)
May 2017	Estenson Logistics / Hub Group (c)	$289	6.8x (d)
October 2016	XPO North American Truckload Operation / Transforce Inc.	$558	4.8x
October 2014	Barr-Nunn Transportation / Knight Transportation (c)	$112	4.3x
June 2014	Transport America / Transforce Inc.	$310	5.7x
November 2013	Gordon Trucking / Heartland Express (b) (c)	$300	5.0x
August 2013	Central Refrigerated Service, Inc. / Swift Transportation	$225	4.5x
July 2013	Frozen Food Express Industries / Duff Brothers Capital Corp.	$82	NM (e)
July 2007	Contract Freighters, Inc. / Conway Inc. (c)	$750	N/A (f)
June 2007	US Xpress / Mountain Lake Acquisition Co.	$675	5.4x
March 2007	Smithway Motor Xpress Corp. / Western Express, Inc.	$91	4.1x
November 2006	Swift Transportation / Saint Acquisition Corporation	$2,820	5.6x
October 2005	Transport Corporation of America / Goldner Hawn Johnson & Morrison	$113	3.9x
October 2002	Landair Corp. / Landair Acquisition Corp.	$100	5.4x

Benchmark	Mean	Median
Enterprise Value / LTM EBITDA	5.0x	5.0x

Benchmark	Mean	Median
Small Cap Peer Companies
Enterprise Value / 2022E EBITDA	3.8x	3.8x
Enterprise Value / 2023E EBITDA	3.8x	4.1x
Price / 2022E Earnings per Share	6.4x	5.8x
Price / 2023E Earnings per Share	7.5x	7.1x
Large Cap Peer Companies
Enterprise Value / 2022E EBTIDA	4.6x	4.6x
Enterprise Value / 2023E EBTIDA	4.7x	4.6x
Price / 2022E Earnings per Share	10.5x	9.3x
Price / 2023E Earnings per Share	11.4x	10.0x

	One Day Prior	One Week Prior	One Month Prior
Median	29.1%	31.7%	31.7%
75th Percentile	51.1%	50.2%	48.5%
Mean	40.5%	41.2%	39.2%
25th Percentile	14.1%	17.4%	17.7%

		Shares Held Directly(1)								Company Stock Options								Shares of Restricted Stock								PSUs
Name		Number of Shares (#)				Value of Shares ($)				Number of Shares Subject to Option (#)				Value of Shares Subject to Option ($)				Number of Shares (#)				Value of Shares ($)				Number of Shares Subject to PSU (#)				Value of Shares Subject to PSU ($)				Total ($)
Executive Officers
James D. Reed			176,521			$	5,599,246				48,174			$	672,991				129,020			$	4,092,514				21,171			$	671,544			$	11,036,295
Zachary B. King			16,747			$	531,215				1,095			$	15,297				52,716			$	1,672,152				7,031			$	223,023			$	2,441,687
Timothy W. Guin			50,704			$	1,608,331				17,505			$	244,545				66,545			$	2,110,807				8,703			$	276,059			$	4,239,742
George T. Henry			17,832			$	565,631				13,129			$	183,412				50,636			$	1,606,174				5,534			$	175,538			$	2,530,755
Kimberly K. Littlejohn			15,066			$	477,894				7,002			$	97,818				32,606			$	1,034,262				5,327			$	168,972			$	1,778,946
Non-Employee Directors
Alexander D. Greene			52,356			$	1,660,732				—				—				5,813			$	184,388				—				—			$	1,845,120
Robert E. Creager			57,976			$	1,838,999				—				—				2,906			$	92,178				—				—			$	1,931,177
Gary R. Enzor			46,051	(2)		$	1,460,738				—				—				2,906			$	92,178				—				—			$	1,552,916
Barbara J. Faulkenberry			26,156			$	829,668				—				—				2,906			$	92,178				—				—			$	921,846
M. Susan Chambers			17,813			$	565,028				—				—				2,906			$	92,178				—				—			$	657,206
Rajan C. Penkar			2,757			$	87,452				—				—				2,906			$	92,178				—				—			$	179,630

Name		Cash ($)(1)				Equity ($)(2)				Perquisites/ Benefits ($)(3)				Total ($)
James D. Reed		$	2,728,493			$	4,932,299			$	85,413			$	7,746,205
Zachary B. King		$	854,137			$	1,899,003			$	35,413			$	2,788,553
Timothy W. Guin		$	953,786			$	2,448,013			$	35,413			$	3,437,212
George T. Henry		$	854,137			$	1,827,576			$	35,413			$	2,717,126
Kimberly K. Littlejohn		$	754,488			$	1,227,682			$	76,337			$	2,058,507

Name		Cash Severance ($)				Pro-Rated Target Bonus ($)				Total ($)
James D. Reed		$	2,300,000			$	428,493			$	2,728,493
Zachary B. King		$	720,000			$	134,137			$	854,137
Timothy W. Guin		$	804,000			$	149,786			$	953,786
George T. Henry		$	720,000			$	134,137			$	854,137
Kimberly K. Littlejohn		$	636,000			$	118,488			$	754,488

(2)

The amounts in this column represent the value of the unvested Company stock options, restricted stock and PSUs held by the named executive officers that will be fully vested at the assumed effective time and cancelled in exchange for a cash payment as described in the section titled “The Agreement and Plan of Merger—Treatment of Company Equity Awards” beginning on page 65, and further quantified in the following table. The payments described in this footnote are “single-trigger” payments (i.e., they are conditioned solely upon the consummation of the merger and continued employment through the closing date, and not the named executive officer’s subsequent termination of employment following the assumed effective time).

Name		Company Stock Options ($)(a)				Restricted Stock ($)(b)				PSUs ($)(c)				Total ($)
James D. Reed		$	168,241			$	4,092,514			$	671,544			$	4,932,299
Zachary B. King		$	3,828			$	1,672,152			$	223,023			$	1,899,003
Timothy W. Guin		$	61,147			$	2,110,807			$	276,059			$	2,448,013
George T. Henry		$	45,864			$	1,606,174			$	175,538			$	1,827,576
Kimberly K. Littlejohn		$	24,448			$	1,034,262			$	168,972			$	1,227,682

	Very truly yours,
	EVERCORE GROUP L.L.C.
	By:	/s/ Mark Friedman
		Mark Friedman