Werner Announces Pricing of Offering of Common Stock by Founder

Rhea-AI Summary

Werner Enterprises announced a public offering of 12,845,930 shares of its common stock priced at $41.00 per share, conducted by the Clarence L. Werner Revocable Trust. The offering includes a 30-day option for underwriters to purchase an additional 1,284,593 shares. Morgan Stanley is the sole book-running manager, and the offering is set to close on June 8, 2020. The company will not receive any proceeds from this offering, which is registered with the SEC. This sale does not involve the company's direct share issuance, potentially affecting investor sentiment.

Positive

• The offering may enhance liquidity for the selling shareholder.

Negative

• No proceeds will be received by Werner Enterprises, indicating potential liquidity constraints.
• The offering could lead to dilution of existing shareholders' equity.

OMAHA, Neb., June 03, 2020 (GLOBE NEWSWIRE) -- Werner Enterprises, Inc. (Nasdaq: WERN) today announced the pricing of an underwritten public offering of 12,845,930 shares of its common stock by the Clarence L. Werner Revocable Trust, of which our founder Clarence L. Werner is the grantor and sole trustee, at a public offering price of $41.00 per share.  In addition, the Clarence L. Werner Revocable Trust has granted the underwriters of the offering a 30-day option to purchase up to an additional 1,284,593 shares of common stock.  Morgan Stanley is acting as the sole book-running manager of the offering.  The Company is not selling any shares of common stock in the offering, and the Company will not receive any proceeds from the offering by the selling shareholder.  Subject to the satisfaction of customary conditions, the offering is expected to close on June 8, 2020.

A registration statement (including prospectus) relating to these securities was filed with the Securities and Exchange Commission (the “SEC”) and became effective upon filing.  Information about the offering is available in the prospectus supplement to be filed by the Company with the SEC.  When available, copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

The offering of these securities is being made solely by means of a prospectus supplement and the accompanying prospectus.  This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Werner Enterprises, Inc. was founded in 1956 and is a premier transportation and logistics company, with coverage throughout North America, Asia, Europe, South America, Africa and Australia.  Werner maintains its global headquarters in Omaha, Nebraska and maintains offices in the United States, Canada, Mexico and China.  Werner is among the five largest truckload carriers in the United States, with a diversified portfolio of transportation services that includes dedicated; medium-to-long-haul, regional and expedited van; and temperature-controlled.  The Werner Logistics portfolio includes truck brokerage, freight management, intermodal, international and final mile services.  International services are provided through Werner’s domestic and global subsidiary companies and include ocean, air and ground transportation; freight forwarding; and customs brokerage.

Werner Enterprises, Inc.’s common stock trades on the Nasdaq Global Select Market^SM under the symbol “WERN”.

This press release may contain 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, including statements about the closing of the offering, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended.  Such forward-looking statements are based on information presently available to Werner’s management and are current only as of the date made.  Actual results could differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in Werner’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.  For those reasons, undue reliance should not be placed on any forward-looking statement.  Werner assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law.  Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.

Fred Thayer, Associate Vice President - Corporate Brand and Communications
Werner Enterprises, Inc.
402.895.6640 ext. 100-2065
fthayer@werner.com

FAQ

What is the public offering price for Werner Enterprises' stock?

The public offering price for Werner Enterprises' stock is $41.00 per share.

How many shares are being offered in the Werner Enterprises public offering?

A total of 12,845,930 shares of Werner Enterprises' common stock are being offered.

When is the closing date for the Werner Enterprises stock offering?

The closing date for the Werner Enterprises stock offering is expected to be June 8, 2020.

Who is managing the Werner Enterprises stock offering?

Morgan Stanley is acting as the sole book-running manager for the Werner Enterprises stock offering.