Adams Resources & Energy, Inc. (NYSE AMERICAN: AE) (“Adams” or the “Company”) announced today that it has entered into a definitive agreement to be acquired by an affiliate of Tres Energy LLC (“Buyer”) in an all-cash transaction that values the Company at a total enterprise value (including bank debt and financial leases) of approximately $138.9 million.
Under the terms of the agreement, Adams stockholders will receive $38.00 per share in cash for each share of Adams common stock owned as of the closing of the transaction. The per share purchase price represents a 39% premium to the Company’s closing share price of $27.32 on November 11, 2024, the last full trading date prior to the announcement of the transaction, and a 53% premium to the Company’s three-month volume-weighted average per share price for the period ended November 11, 2024. Upon completion of the transaction, the Company’s shares will no longer trade on the NYSE American, and Adams will become a private company.
“This transaction marks the successful completion of a profitable journey for our shareholders and fulfills our strategic goal to restructure the Company, unlocking more value from our assets and operations. By returning to our roots as a private company in partnership with Buyer, we will gain efficiencies and create new entrepreneurial opportunities for both the Company and our employees,” said Townes G. Pressler, Chairman of the Adams Board of Directors.
Kevin Roycraft, Chief Executive Officer of Adams, said, “We are thrilled to be a part of Buyer’s team. This new chapter will empower us to innovate more freely and focus on our long-term vision without the pressures of being a public company. We believe this partnership will enhance our ability to deliver exceptional value to our customers and employees, and we look forward to embarking on this exciting journey together.”
Approvals and Timing
The Adams Board of Directors has unanimously approved the transaction and recommends that stockholders vote in favor of the transaction. The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions, including approval by Adams stockholders.
Advisors
GulfStar Group, Ltd. is serving as financial advisor to Adams, Houlihan Lokey Capital, Inc. is serving as financial advisor to the Adams Board of Directors, and Locke Lord LLP is serving as legal counsel to Adams.
King & Spalding LLP is serving as legal counsel to Tres Energy LLC and its affiliates.
