INDIANAPOLIS, Oct. 16,
2017 /PRNewswire/ -- Celadon Group, Inc. ("Celadon" or the
"Company") (NYSE: CGI) today announced the appointment of
Thom Albrecht as Executive Vice
President – Chief Financial and Strategy Officer, effective
today. Mr. Albrecht was unanimously appointed by the
Company's Board of Directors (the "Board").
Appointment of Mr. Albrecht
Mr. Albrecht has been a
transportation industry financial analyst since 1988 and currently
serves as President of Sword & Sea Transport, LLC, a consulting
company focusing on market research, growth strategies, and
capacity overviews for freight transportation carriers and
shippers. Prior to joining Sword & Sea Transport, he served as
a Managing Director at BB&T Capital Markets for 12 years. Mr.
Albrecht's coverage included truckload and LTL carriers,
intermodal, selected equipment companies, freight brokerage, and
freight forwarding. He has been quoted on the industry by the
national media, including the Wall Street Journal,
Logistics Management, Transport Topics, and the
Journal of Commerce and he has been a featured speaker at
several industry events. Before rejoining BB&T in 2009,
Mr. Albrecht was a Managing Director at Stephens Inc. and has also
followed the sector at ABN AMRO, Inc., and A.G. Edwards. He has provided advice and
insight to numerous companies, including public and private
carriers' teams and their boards of directors, as well as shippers'
teams and has been involved with approximately 40 IPO, follow on,
and secondary public stock offerings. He repeatedly has been
recognized as a Wall Street Journal All-Star, per its
analyst rankings, and as the best analyst in his sector among
regional/boutique firms by Institutional Investor magazine.
Mr. Albrecht was designated a Chartered Financial Analyst and holds
a B.S. in business administration with a Finance major from the
University of Central Missouri. He is on the Federal Reserve
Beige Book committee and also on the Board of Directors for Forward
Air Corporation (FWRD), a
transportation and logistics company servicing the air freight and
expedited LTL industry.
Mr. Albrecht succeeds Bobby
Peavler as Chief Financial Officer. Mr. Peavler will
continue to be a resource for the Company.
Paul Svindland, Chief Executive
Officer, stated, "We are pleased and excited to have Thom join our
team. Thom's knowledge of our industry and the challenges and
opportunities we face is extensive. In addition, he brings
deep understanding of the operating performance that drives
financial results. I am confident that Thom's expertise will
be invaluable as we seek to improve our results, refinance our
capital structure, shed non-core assets, and more effectively
deploy capital in our core business units. I look forward to
working with him and the rest of the management team as we seek to
continue to execute our strategic initiatives and begin a new
chapter for Celadon."
Mr. Svindland continued, "I would like to thank Bobby Peavler for his dedicated service as
Celadon's CFO and Principal Accounting Officer over the last
several years. We very much appreciate his help in transitioning
the CFO role to Thom."
Mr. Albrecht said, "Having covered Celadon and its peers for
nearly three decades, I feel uniquely positioned to impact key
challenges facing the Company. My three main areas of focus
will be business strategy, profitability, and timely and
transparent financial reporting. In relation to the latter,
Celadon is conducting a search for an experienced chief accounting
officer to supplement our team. As I have become acquainted
with the Board, Paul, and the rest of the management team, I am
confident that we have the focus on the future and the necessary
tools to reclaim Celadon's status as a leader in the truckload and
logistics business."
Credit Facility Update
On October 2, 2017, the Company entered into a Sixth
Amendment to Amended and Restated Credit Agreement which, among
other things, required the Company to obtain non-binding
indications of interest from one or more lenders seeking to
refinance the Company's existing revolving credit facility.
The Company has received the required indications of interest,
satisfying this provision of the Sixth Amendment. Mr.
Svindland commented: "We were pleased to receive multiple
indications of interest from both asset-based revolving lenders and
term lenders to provide the required financing. In
particular, two members of our current bank group proposed
asset-based revolving credit or similar facilities consistent with
our requested terms. This strong support from our current
lenders is much appreciated and will be instrumental to our
refinancing process. In addition, we received indications
from multiple term lenders to accompany the revolving facility,
with terms being consistent with our range of expectations.
Based on these indications of interest, which are non-binding, we
continue to expect to refinance our existing facility with a more
appropriate long term capital structure."
Inducement Award
The Company also announced the grant
of certain equity awards to Mr. Albrecht in connection with his
appointment. The equity awards were approved by the Board's
Compensation Committee in reliance on the employment inducement
exception to stockholder approval provided under New York Stock
Exchange Listing Rule 303A.08, which requires public announcement
of inducement awards. The terms of the equity awards are as
follows:
- 75,000 shares of restricted stock, which are fully vested but
subject to a holding period that will lapse upon the earliest to
occur of (i) the second anniversary of the grant date, (ii) the
termination of Mr. Albrecht by the Company without "Cause" (as
defined in his employment agreement), and (iii) Mr. Albrecht
terminating his employment for "Good Reason" (as defined in his
employment agreement) within 12 months following a "Change in
Control" (as defined in his employment agreement).
- 50,000 shares of time vesting restricted stock, which will vest
in equal quarterly installments beginning on the second anniversary
of the grant date, with all shares fully vesting on the fourth
anniversary of the grant date.
- 50,000 shares of performance vesting restricted stock, which
will vest upon the first to occur of the following: (i) a sale of
the Company at a price per share in excess of the price per share
on the date of issuance of the award, (ii) a consolidated operating
ratio for any fiscal year equal to or lower than 95%, and (iii) the
closing price of the Company's common stock is $8.00 or greater for twenty consecutive trading
days. Unvested shares will expire and be forfeited upon the
earlier of (x) termination of employment and (y) five years after
the date of issuance.
- Non-qualified stock options covering 50,000 shares, with an
exercise price of the closing market price on the date of
issuance. The options vest in one-third installments on each
of the second, third, and fourth anniversaries of the grant date
and may not be exercised until vested.
- If Mr. Albrecht's employment is terminated by the Company
without Cause or by Mr. Albrecht for Good Reason, and such
termination occurs within six months prior to, or within twelve
months following, a Change in Control, all unvested equity awards
will automatically vest.
The other terms and conditions of the awards are generally
consistent with those in the Company's 2006 Omnibus Incentive Plan,
as amended.
About Celadon
Celadon Group, Inc.
(www.celadongroup.com), through its subsidiaries, provides long
haul, regional, local, dedicated, intermodal, temperature-protect,
and expedited freight service across the
United States, Canada, and
Mexico. The Company also owns
Celadon Logistics Services, which provides freight brokerage
services, freight management, as well as supply chain management
solutions, including logistics, warehousing, and distribution.
This press release contains certain statements that may be
considered forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of
the Securities Exchange Act of 1934, as amended and such statements
are subject to the safe harbor created by those sections and the
Private Securities Litigation Reform Act of 1995, as amended. Such
statements may be identified by their use of terms or phrases,
including "expects," "expected," "will," "would be," "intends,"
"believes," and similar terms and phrases. Forward-looking
statements are based upon the current beliefs and expectations of
our management and are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified,
which could cause future events and actual results to differ
materially from those set forth in, contemplated by, or underlying
the forward-looking statements. In this press release,
statements relating to the Company's efforts to improve results,
refinance its capital structure, shed non-core assets, and more
effectively deploy capital, Mr. Albrecht's anticipated areas of
focus, the potential appointment of a chief accounting officer, and
the Company's future status in the truckload and logistics
business, among others, are forward-looking statements.
Actual results may differ from those set forth in the
forward-looking statements. Readers should review and
consider factors that could impact results as provided in various
disclosures by the Company in its press releases, stockholder
reports, and filings with the Securities and Exchange
Commission.
For more information:
Joe
Weigel
Director of Communications
(317) 972-7006 Direct
jweigel@celadongroup.com
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SOURCE Celadon Group, Inc.