Fresh off its defeat in the ShopKo auction, Goldner Hawn Johnson & Morrison has set its sights on another publicly held company, Transport Corporation of America, a truckload freight carriage and logistics services provider based near Minneapolis. The transaction is expected to close in the first quarter.
The purchase price, at $10 a share, represents a 25 percent increase over the company’s stock price at the close of yesterday’s trading session. Transport America, according to a statement has roughly 6.6 million shares of common stock outstanding, not including options.
The company fits the profile of a public orphan. Its stock, which trades on the Nasdaq, receives little research coverage, and based on its price prior to the sale, had a market capitalization of just $53 million. Its enterprise value, at 3.4x TTM EBITDA, was the lowest among the trucking stocks, according to a Legg Mason report issued earlier this month, which identified a mean valuation for the group of 7.1x EBITDA.
The trucking industry in general has suffered from high fuel prices and a shortage of drivers. Transport America, however, has been able pass along price increases for ten consecutive quarters.
The company’s two largest stockholders, Rutabaga Capital Management and Wasatch Advisors, have already entered into voting agreements with Goldner Hawn on the deal, and Transport America’s directors have done the same. The transaction has also received the go-ahead from a special committee of Transport America’s board of directors, which was advised by Stephens Inc. Robins, Kaplan, Miller & Ciresi served as legal counsel to the seller.
According to the Goldner Hawn Web site, the Minneapolis based-firm is currently investing out of its Marathon Fund IV, which has $200 million of committed capital. LaSalle Business Credit is leading the debt financing and Dorsey & Whitney served as legal counsel to Goldner Hawn.
The acquisition comes a little more than a week after the firm lost out to Sun Capital in the auction for discount retailer ShopKo. Goldner Hawn had agreed to acquire the company in April, only to lose it last week, when ShopKo decided to go with Sun’s bid over Goldner’s repeatedly sweetened offers.
Goldner declined comment on the Transport America deal.