Proficient Auto Logistics on Monday announced a deal to acquire Hansen & Adkins in a $130 million deal, creating North America’s largest finished vehicle transport platform.
The deal, expected to close this month, will expand Jacksonville, Florida-based Proficient into Canada under the MCL McGill brand. The combined operation expects to transport more than 4 million vehicles annually across a network of ports, assembly plants, railheads, and dealerships.
"The combination of the two companies will create a stronger platform for sustainable long-term value creation built on proven leadership, operational discipline, and industry-leading capabilities," Richard O’Dell, Proficient's chief executive officer, said in a statement.
Under the terms of the agreement, Proficient will pay an upfront purchase price of $130 million, which includes approximately $75 million in assumed debt. The remaining $55 million will be funded through $52 million in cash and $3 million in Proficient common stock.
The deal includes potential earnout payments of up to $22.1 million based on near-term earnings targets, with $2 million payable in stock and the rest in cash. All shares issued will be subject to a six-month lock-up period.
Founded in 1994, Los Alamitos-based Hansen & Adkins brings a large company-owned fleet and a team of more than 900 drivers, operational, and support personnel. The acquisition will more than double Proficient's owned fleet capacity.
Co-founders Steve Hansen and Louie Adkins will remain as advisors through the end of the year to assist with the transition.
"After more than 30 successful years as a founder-owned business, we are thrilled to partner with Proficient to bring about our next chapter of continued success," Hansen said.
In tandem with the acquisition, Proficient announced plans to raise $75 million through a private offering of convertible senior notes due 2033 to qualified institutional buyers.
The company intends to use the net proceeds to refinance existing debt and fund capped call transactions designed to minimize equity dilution upon potential conversion of the notes. The issuance is expected to settle Aug. 13.
