SEC Comment Letter 0000000000-23-004579 to US XPRESS ENTERPRISES INC (CIK 0000923571)
US XPRESS ENTERPRISES INC (CIK 0000923571)
Date: May 3, 2023 · CIK: 0000923571 · Accession: 0000000000-23-004579
AI Filing Summary & Sentiment
File numbers found in text: 001-38528
Letter
United States securities and exchange commission logo May 3, 2023 William E. Fuller President and Chief Executive Officer U.S. Xpress Enterprises, Inc. 4080 Jenkins Road Chattanooga, Tennessee 37421 Re:U.S. Xpress Enterprises, Inc. Preliminary Proxy Statement on Schedule 14A Filed April 20, 2023 File No. 001-38528 Dear William E. Fuller: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A The Merger Rollover Agreement and LLC Agreement, page 74 1.We note that your Chief Executive Officer and Executive Chairman have each entered into voting and support agreements and rollover and LLC agreements. Please provide us with your analysis as to the applicability of Exchange Act Rule 13e-3 to your transaction. Your analysis should address the factors set forth in Sections 201.01 and 201.05 of our Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameWilliam E. Fuller Comapany NameU.S. Xpress Enterprises, Inc. May 3, 2023 Page 2 FirstName LastName William E. Fuller U.S. Xpress Enterprises, Inc. May 3, 2023 Page 2 You may contact Michael Purcell, Staff Attorney, at 202-551-5351 or Mitchell Austin, Legal Branch Chief, at 202-551-3574 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Erik Belenky
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United States securities and exchange commission logo
May 3, 2023
William E. Fuller
President and Chief Executive Officer
U.S. Xpress Enterprises, Inc.
4080 Jenkins Road
Chattanooga, Tennessee 37421
Re:U.S. Xpress Enterprises, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 20, 2023
File No. 001-38528
Dear William E. Fuller:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
The Merger
Rollover Agreement and LLC Agreement, page 74
1.We note that your Chief Executive Officer and Executive Chairman have each entered
into voting and support agreements and rollover and LLC agreements. Please provide us
with your analysis as to the applicability of Exchange Act Rule 13e-3 to your transaction.
Your analysis should address the factors set forth in Sections 201.01 and 201.05 of our
Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance
and Disclosure Interpretations.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
FirstName LastNameWilliam E. Fuller
Comapany NameU.S. Xpress Enterprises, Inc.
May 3, 2023 Page 2
FirstName LastName
William E. Fuller
U.S. Xpress Enterprises, Inc.
May 3, 2023
Page 2
You may contact Michael Purcell, Staff Attorney, at 202-551-5351 or Mitchell Austin,
Legal Branch Chief, at 202-551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Erik Belenky