Ryder System (R) Spikes After Receiving Offer of $86 Per Share from HG Vora Capital

May 13, 2022 10:32 AM EDT

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(Updated - May 13, 2022 10:35 AM EDT)

(Updated - May 13, 2022 10:33 AM EDT)

Ryder System (NYSE: R) shareholder HG Vora Capital Management, LLC offered to acquire the company for $86 per share, according to an SEC filing.

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The Reporting Person acquired the Common Stock for investment purposes in the ordinary course of business and the Fund presently holds approximately 9.9% of the Issuer’s Common Stock. The Reporting Person acquired the shares of Common Stock reported herein because it believes the shares of Common Stock are undervalued and represent an attractive investment opportunity.

On May 13, 2022, the Reporting Person sent a letter (the “Letter”) to the Issuer, proposing to acquire all of the outstanding shares of Common Stock not currently held by the Reporting Person at a purchase price of $86 per share (the “Purchase Price”) paid in cash at closing (the “Proposed Transaction”). The Purchase Price represents a 24.8% premium to the 30-day trailing volume weighted average price of the Common Stock and a 20.3% premium to the closing price of the Common Stock on May 12, 2022. The Reporting Person anticipates funding the Purchase Price with capital provided by funds managed by the Reporting Person and an alternative investment manager with over $250 billion in assets, as well as certain other lender commitments to be delivered concurrent with signing a definitive agreement to acquire the Issuer. The proposed acquisition is subject to, among other things, the Reporting Person’s satisfaction with the results of due diligence regarding the financial outlook of the Fleet Management Solutions, Supply Chain Solutions and Dedicated Transportation Solutions businesses, as well as the evaluation of relevant commercial, legal, accounting and tax matters. The foregoing summary of the Letter is not intended to be complete and is qualified in its entirety by reference to the full text of the Letter, which is filed herewith as Exhibit A and is incorporated herein by reference.

No assurances can be given that the Proposed Transaction will be consummated. No legally binding obligation with respect to the Proposed Transaction will arise unless and until the relevant parties enter into mutually acceptable definitive documentation.

The Proposed Transaction may result in one or more of the actions specified in clauses (a) to (j) of Item 4 of Schedule 13D, including, without limitation, the acquisition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, the delisting of the Common Stock from New York Stock Exchange and the Common Stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.

This Schedule 13D is not an offer to purchase or a solicitation of an offer to sell any securities. The Reporting Person does not intend to disclose developments with respect to the foregoing unless and until the Board of Directors of the Issuer (the “Board”) has approved a specific transaction, except as may be required by applicable law.

The Reporting Person intends to engage in discussions with members of management and the Board, other current or prospective stockholders, industry analysts, investment and financing professionals, equity and debt financing sources and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, and may take other steps seeking to bring about changes to increase stockholder value as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.

The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position, results and strategic direction, actions taken by the Issuer’s management and the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including, without limitation, exchanging information with the Issuer or other third parties pursuant to appropriate confidentiality or similar agreements; proposing changes in the Issuer’s operations, management, Board, governance or capitalization and/or calling a special meeting or soliciting proxies from other stockholders of the Issuer in connection therewith; acquiring additional Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, “Securities”) or disposing of some or all of the Securities beneficially owned by it, in public market or privately negotiated transactions; entering into financial instruments or other agreements that increase or decrease the Reporting Person’s economic exposure with respect to its investment in the Issuer and/or otherwise changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D



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13D, Definitive Agreement