This entry is sourced from an 8-K exhibit (Exhibit 99.1, the joint press release) filed by USA Truck Inc. with the SEC on June 24, 2022, announcing the signing of the definitive merger agreement. At the time of announcement, the deal had been unanimously approved by USA Truck's board but still required stockholder and regulatory approval; the companies expected the transaction to close by the end of 2022, at which point USA Truck would become a private company and delist from the NASDAQ Global Select Market. A later definitive proxy statement (DEFM14A, filed by USA Truck in August 2022) covering the same transaction corroborates the deal terms and confirms Evercore delivered a fairness opinion to the USA Truck board.
On financial advisory, Evercore served as financial advisor to USA Truck (the target), while Morgan Stanley & Co. International plc served as financial advisor to DB Schenker (the acquirer). The underlying proxy statement additionally shows that Evercore negotiated directly with Morgan Stanley over price, ultimately settling on $31.72 per share after DB Schenker sought a $0.30 per share reduction from an earlier $32.00 proposal tied to unresolved PSU acceleration costs.
On legal advisory, Scudder Law Firm, P.C., L.L.O. served as legal counsel to USA Truck, and Latham & Watkins LLP served as legal counsel to DB Schenker. The proxy statement also shows that Schulte Roth & Zabel LLP was separately engaged as counsel to the USA Truck board (distinct from Scudder, which advised the company directly) during the negotiation process.
The deal structure disclosed is a straightforward all-cash acquisition of all outstanding USA Truck common stock at $31.72 per share, not subject to any financing condition, with the transaction unanimously approved by USA Truck's board of directors and expected to close pending stockholder and regulatory approval.
What is not disclosed in this specific press release: a breakdown of the $435 million aggregate value into separate equity value and assumed net debt components, any termination fee amount, or confirmation of the actual closing date (the release only states an expectation of closing by the end of 2022).