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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/08/18 Covenant Logistics Group, Inc. 10-Q 6/30/18 64:5.5M Scudder Law Firm P C/FA |
Document/Exhibit Description Pages Size 1: 10-Q Form 10-Q (Second Quarter 2018) HTML 523K 2: EX-10.1 Exhibit 10.1 (Fifteenth Amendment to Third Amended HTML 118K and Restated Credit Agreement) 3: EX-31.1 Exhibit 31.1 (Section 302 Certification - David R. HTML 27K Parker) 4: EX-31.2 Exhibit 31.2 (Section 302 Certification - Richard HTML 26K B. Cribbs) 5: EX-32.1 Exhibit 32.1 (Section 906 Certification - David R. HTML 22K Parker) 6: EX-32.2 Exhibit 32.2 (Section 906 Certification - Richard HTML 22K B. Cribbs) 13: R1 Document And Entity Information HTML 51K 14: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 130K 15: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 38K (Parentheticals) 16: R4 Condensed Consolidated Statements of Operations HTML 86K (Unaudited) 17: R5 Condensed Consolidated Statements of Comprehensive HTML 41K Income (Unaudited) 18: R6 Condensed Consolidated Statements of Comprehensive HTML 25K Income (Unaudited) (Parentheticals) 19: R7 Condensed Consolidated Statement of Stockholders' HTML 41K Equity (Unaudited) 20: R8 Condensed Consolidated Statements of Cash Flows HTML 118K (Unaudited) 21: R9 Note 1 - Significant Accounting Policies HTML 167K 22: R10 Note 2 - Income Per Share HTML 47K 23: R11 Note 3 - Segment Information HTML 50K 24: R12 Note 4 - Income Taxes HTML 33K 25: R13 Note 5 - Fair Value of Financial Instruments HTML 44K 26: R14 Note 6 - Derivative Instruments HTML 37K 27: R15 Note 7 - Debt HTML 59K 28: R16 Note 8 - Stock-based Compensation HTML 32K 29: R17 Note 9 - Equity Method Investment HTML 54K 30: R18 Note 10 - Commitments and Contingencies HTML 30K 31: R19 Note 11 - Other Comprehensive Income (Loss) HTML 42K ("Oci") 32: R20 Note 12 - Subsequent Event HTML 27K 33: R21 Significant Accounting Policies (Policies) HTML 172K 34: R22 Note 1 - Significant Accounting Policies (Tables) HTML 151K 35: R23 Note 2 - Income Per Share (Tables) HTML 45K 36: R24 Note 3 - Segment Information (Tables) HTML 48K 37: R25 Note 5 - Fair Value of Financial Instruments HTML 30K (Tables) 38: R26 Note 7 - Debt (Tables) HTML 45K 39: R27 Note 9 - Equity Method Investment (Tables) HTML 50K 40: R28 Note 11 - Other Comprehensive Income (Loss) HTML 39K ("Oci") (Tables) 41: R29 Note 1 - Significant Accounting Policies (Details HTML 45K Textual) 42: R30 Note 1 - Significant Accounting Policies - Impacts HTML 104K of Adopting ASU 2014-09 (Details) 43: R31 Note 1 - Significant Accounting Policies - Segment HTML 32K By Operating Fleet Revenue (Details) 44: R32 Note 2 - Income Per Share (Details Textual) HTML 24K 45: R33 Note 2 - Income (Loss) Per Share - Calculation of HTML 41K Net Income Per Share (Details) 46: R34 Note 3 - Segment Information (Details Textual) HTML 28K 47: R35 Note 3 - Segment Information - Segment Information HTML 29K (Details) 48: R36 Note 4 - Income Taxes (Details Textual) HTML 38K 49: R37 Note 5 - Fair Value of Financial Instruments HTML 38K (Details Textual) 50: R38 Note 5 - Fair Value of Financial Instruments - HTML 27K Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) 51: R39 Note 6 - Derivative Instruments (Details Textual) HTML 50K 52: R40 Note 7 - Debt (Details Textual) HTML 69K 53: R41 Note 7 - Debt - Current and Long-term Debt HTML 53K (Details) 54: R42 Note 7 - Debt - Current and Long-term Debt HTML 24K (Details) (Parentheticals) 55: R43 Note 8 - Stock-based Compensation (Details HTML 46K Textual) 56: R44 Note 9 - Equity Method Investment (Details HTML 47K Textual) 57: R45 Note 9 - Equity Method Investment - TEL's HTML 40K Summarized Financial Information - Balance Sheets (Details) 58: R46 Note 9 - Equity Method Investment - TEL's HTML 33K Summarized Financial Information - Income Statement (Details) 59: R47 Note 10 - Commitments and Contingencies (Details HTML 25K Textual) 60: R48 Note 11 - Other Comprehensive Income (Loss) HTML 41K ("OCI") - Components of AOCI (Details) 61: R49 Note 12 - Subsequent Event (Details Textual) HTML 51K 63: XML IDEA XML File -- Filing Summary XML 110K 62: EXCEL IDEA Workbook of Financial Reports XLSX 54K 7: EX-101.INS XBRL Instance -- cvti-20180630 XML 1.45M 9: EX-101.CAL XBRL Calculations -- cvti-20180630_cal XML 123K 10: EX-101.DEF XBRL Definitions -- cvti-20180630_def XML 1.00M 11: EX-101.LAB XBRL Labels -- cvti-20180630_lab XML 768K 12: EX-101.PRE XBRL Presentations -- cvti-20180630_pre XML 1.01M 8: EX-101.SCH XBRL Schema -- cvti-20180630 XSD 144K 64: ZIP XBRL Zipped Folder -- 0001008886-18-000090-xbrl Zip 130K
BORROWERS:
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COVENANT TRANSPORT, INC.
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By:
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Name:
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Title:
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Executive Vice President and Chief Financial Officer
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CTG LEASING COMPANY
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By:
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Name:
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Title:
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Vice President
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COVENANT ASSET MANAGEMENT, LLC
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By:
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Name:
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Title:
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Vice President
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COVENANT TRANSPORT SOLUTIONS, LLC | ||
By: | /s/ Richard B. Cribbs | |
Name: | Richard B. Cribbs | |
Title: | Executive Vice President and Chief Financial Officer | |
SOUTHERN REFRIGERATED TRANSPORT, INC.
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By:
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Name:
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Title:
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Executive Vice President and Chief Financial Officer
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STAR TRANSPORTATION, INC.
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By:
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Name:
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Title:
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Executive Vice President and Chief Financial Officer
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COVENANT LOGISTICS, INC.
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By:
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/s/ David R. Parker
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Name:
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Title:
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Chief Executive Officer, President, Secretary and Treasurer
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GUARANTORS:
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COVENANT TRANSPORTATION GROUP, INC.
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By:
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Name:
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Title:
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Executive Vice President and Chief Financial Officer
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DRIVEN ANALYTIC SOLUTIONS, LLC
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By:
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Name:
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Title:
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Executive Vice President, Chief Financial Officer, and Treasurer
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TRANSPORT MANAGEMENT SERVICES, LLC
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By:
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/s/ M. Paul Bunn
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Name:
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Title:
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Vice President and Treasurer
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AGENT AND LENDERS:
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BANK OF AMERICA, N.A.,
as Agent and Lender
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By:
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/s/ Douglas Cowan
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Name:
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Title:
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Senior Vice President
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INDEX OF CLOSING DOCUMENTS
in connection with
FIFTEENTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
and
JOINDER OF COVENANT LOGISTICS, INC.,
as New Borrower,
among
COVENANT TRANSPORTATION GROUP, INC.
as Parent,
CERTAIN SUBSIDIARIES OF PARENT,
as Existing Borrowers or Guarantors,
CERTAIN FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTY THERETO,
as Lenders
and
BANK OF AMERICA, N.A.,
as Agent
Dated as of June 19, 2018
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DEFINED TERMS:
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Agent:
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Bank of America, N.A., a national banking association
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Lenders:
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Bank of America, N.A.; JPMorgan Chase Bank, N.A.
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Existing Borrowers:
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Covenant Transport, Inc., a Tennessee corporation; CTG Leasing Company, a Nevada corporation; Covenant Asset Management, LLC, a Nevada limited liability company; Southern Refrigerated Transport, Inc., an Arkansas corporation; Covenant Transport Solutions, LLC, a Nevada limited liability company; and Star Transportation, Inc., a Tennessee corporation
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New Borrower:
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Covenant Logistics, Inc., a Nevada corporation (“Logistics”)
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Parent:
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Covenant Transportation Group, Inc., a Nevada corporation
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Guarantors:
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Parent, Driven Analytic Solutions, LLC, a Nevada limited liability company, and Transport Management Services, LLC, a Tennessee limited liability company
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SLF:
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Scudder Law Firm, P.C., counsel to Obligors
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MW:
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McGuireWoods LLP, counsel to Agent
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Document:
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Responsible
Party |
Status
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A. FIFTEENTH AMENDMENT DOCUMENTS
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1. Fifteenth Amendment to Third Amended and Restated Credit Agreement, with the
following updated schedules to the Credit Agreement:
Schedule 8.5
Schedule 8.6.1
Schedule 9.1.4
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MW
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B. JOINDER DOCUMENTS
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2. Joinder Agreement
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MW
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3. Stock Pledge and Security Agreement Supplement, together with updated Schedule I
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MW
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4. UCC-1 Financing Statement (New Borrower)
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MW
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5. Secretary’s Certificate (New Borrower), including:
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Borrowers
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Exhibit A: Certified Articles of Incorporation
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Exhibit B: Bylaws
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Exhibit C: Resolutions
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Exhibit D: Good Standing Certificate
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Exhibit E: Incumbency of Officers
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6. Completed Diligence Questionnaire
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Borrowers
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7. Insurance Documents, including:
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Borrowers
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a. Certificate of Liability Insurance including New Borrower
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b. Evidence of Property Insurance including New Borrower
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Depository Bank
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Type of Account
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Account Number
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Bank of America, New York
100 N Tryon St
Charlotte, NC
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Covenant Transport, Inc.
Deposit Account- Nashville, TN
Lockbox - Dallas, TX
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XXXXXXXXXXXX
Lockbox - XXXXXX
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Bank of America, New York
100 N Tryon St
Charlotte, NC
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Star Transportation, Inc.
Deposit Account- Nashville, TN
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XXXXXXXXXXXX
Lockbox- XXXXXX
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Bank of America, New York
100 N Tryon St
Charlotte, NC
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Covenant Transport Solutions, Inc.
Deposit Account- Nashville, TN
Lockbox - Dallas, TX
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XXXXXXXXXXXX
Lockbox - XXXXXX
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Bank of America, New York
100 N Tryon St
Charlotte, NC
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Covenant Asset Management, LLC
Deposit Account- Nashville, TN
Master Account
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XXXXXXXXXXXX
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Bank of America, New York
100 N Tryon St
Charlotte, NC
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CTG Leasing Company
Deposit Account- Nashville, TN
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XXXXXXXXXXXX
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Bank of America, New York
100 N Tryon St
Charlotte, NC
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Southern Refrigerated Transport, Inc.
Depository Acct
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XXXXXXXXXXXX
Lockbox XXXXXX
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Bank of America, New York
100 N Tryon St
Charlotte, NC
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Covenant Transport Solutions, Inc., d/b/a Transport Financial Solutions
Depository Acct
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XXXXXXXXXXXX
Lockbox XXXXXX
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2.
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In the five years preceding March 31, 2018, no Borrower has had any office or place of business (excluding drop lots) located in any county other than as set forth above, except as consented to by Agent and as follows:
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3.
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As of March 31, 2018, Parent and each Subsidiary has the following business locations that are required to be disclosed by Section 9.1.5 of this Agreement, and no others:
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4.
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In the five years preceding March 31, 2018, neither Parent nor Subsidiary has had an office or place of business (excluding drop lots) located in any county other than as set forth above, except as consented to by Agent.
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5.
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As of March 31, 2018, the following bailees, warehouseman, similar parties and consignees hold inventory or equipment of each Obligor or a Subsidiary:
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Name and Address of Party
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Nature of
Relationship
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Amount of
Inventory/Equipment
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Owner of
Inventory/Equipment
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None
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1. |
The corporate names, jurisdictions of incorporation, and authorized and issued Equity Interests of each Obligor and each Subsidiary are as follows:
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Name
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Jurisdiction
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Number and Class
of Authorized Shares
or other Equity
Interests
|
Number and Class
of Issued and
Outstanding Shares
or other Equity
Interests
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Covenant Transportation Group, Inc.
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Nevada
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Class A-20,000,000
Class B-5,000,000
Preferred-5,000,000
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Class A-15,980,825*
Class B-2,350,000
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Covenant Transport, Inc.
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Tennessee
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Common-2,000
Preferred-1,000
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Common-2,000
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Southern Refrigerated Transport, Inc.
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Arkansas
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Common-10,000
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Common-300
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Star Transportation, Inc.
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Tennessee
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Common-10,000
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Common-3,741
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Covenant Asset Management, LLC
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Nevada
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Membership Interests
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Membership Interests-100%
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Covenant Transport Solutions, LLC
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Nevada
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Membership Interests
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Membership Interests-100%
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CTG Leasing Company
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Nevada
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Common-65,000,000
Preferred-10,000,000
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Common-10,000
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Covenant Logistics, Inc.
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Nevada
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Common-75,000,000
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Common-10,000
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IQS Insurance Risk Retention Group, Inc.
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Vermont
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Common-1,000
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Common-101
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Driven Analytic Solutions, LLC
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Nevada
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Membership Interests
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Membership Interests-100%
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Heritage Insurance, Inc.
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Tennessee
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Common-10,000,000
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Common-250,000
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Transport Management Services, LLC
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Tennessee
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Membership Interests
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Membership Interests-100%
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Name
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Class of
Stock or
other Equity
Interests
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Number of
Shares or
other Equity Interests
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Record Owner
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Covenant Transportation Group, Inc.
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Class A
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15,980,825*
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Publicly Traded Stock
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Class B
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2,350,000
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David R. and Jacqueline F. Parker, as JTWROS
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Covenant Transport, Inc.
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Common
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2,000
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Covenant Transportation Group, Inc.
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Southern Refrigerated Transport, Inc.
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Common
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300
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Covenant Transportation Group, Inc.
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Star Transportation, Inc.
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Common
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3,741
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Covenant Transportation Group, Inc.
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Covenant Asset Management, LLC
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Membership
Interests
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100%
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CTG Leasing Company
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Covenant Transport Solutions, LLC
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Membership
Interests
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100%
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Star Transportation, Inc.
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CTG Leasing Company
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Common
|
10,000
|
Covenant Transport, Inc.
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Covenant Logistics, Inc.
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Common
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10,000
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Star Transportation, Inc.
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IQS Insurance Risk Retention Group, Inc.
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Common
|
60
|
Covenant Transport, Inc.
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10
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Star Transportation, Inc.
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30
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Southern Refrigerated Transport, Inc.
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1
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Covenant Transport Solutions, LLC
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Driven Analytic Solutions, LLC
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Membership
Interests
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100%
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Covenant Transport Solutions, LLC
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Heritage Insurance, Inc.
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Common
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250,000
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Covenant Transportation Group, Inc.
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Transport Management Services, LLC
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Membership
Interests
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100%
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CTG Leasing Company
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3. |
As of the Closing Date, all agreements binding on holders of Equity Interests of each Obligor and Subsidiaries with respect to such interests are as follows:
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 8/8/18 | 4 | ||
For Period end: | 6/30/18 | |||
6/19/18 | ||||
3/31/18 | 10-Q | |||
2/23/18 | ||||
9/23/08 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Covenant Logistics Group, Inc. 10-K 12/31/23 117:12M RDG Filings/FA 2/28/23 Covenant Logistics Group, Inc. 10-K 12/31/22 103:11M RDG Filings/FA 2/28/22 Covenant Logistics Group, Inc. 10-K 12/31/21 92:10M RDG Filings/FA 9/09/21 Covenant Logistics Group, Inc. SC TO-I/A 2:69K Covenant Logistics Group, Inc. Scudder Law Firm P C/FA 9/07/21 Covenant Logistics Group, Inc. SC TO-I/A 2:69K Covenant Logistics Group, Inc. Scudder Law Firm P C/FA 8/09/21 Covenant Logistics Group, Inc. SC TO-I 9:5.2M Covenant Logistics Group, Inc. Scudder Law Firm P C/FA 4/06/21 Covenant Logistics Group, Inc. 10-K/A 12/31/20 97:11M RDG Filings/FA 3/05/21 Covenant Logistics Group, Inc. 10-K 12/31/20 99:13M RDG Filings/FA |