Celadon Group entered into a joint venture agreement with Element Transportation, a subsidiary of Element Fleet Management. The joint venture represents the combination of the former equipment leasing portfolios of Celadon, Element and 19th Capital that were managed by Quality. The joint venture holds over 10,000 tractors for use in leasing operations, with a business plan focused on leasing to trucking fleets.
The joint venture was formed through recapitalizing 19th Capital. The former owners of 19th Capital — including Celadon’s former Class A and Class B interests — were redeemed using pre-transaction cash of 19th Capital, and new equity was contributed by Celadon and Element to establish the post-transaction capitalization.
Celadon’s contribution includes cash and lease equipment totaling $100 million in value in exchange for its equity in the joint venture. The cash component was more than offset by proceeds of redemption, settlement of the deferred purchase price on assets sold to 19th Capital in 2016, and collection of an amount relating to the terminated pre-joint venture arrangements. After the contributions, each of Celadon and Element own approximately 49.99% of the joint venture’s equity, with employees of 19th Capital holding the remainder.
Chairman and Chief Executive Officer Paul Will commented: “We are very pleased to announce the closing of our previously announced joint venture transaction with Element. Since August, we have been working diligently with the Element team to structure a high quality, well-capitalized business that will provide excellent transportation assets and high quality service to our customers. With the interests and investments of Element and Celadon strongly aligned, an experienced management team and the resources to optimize leasing assets, the joint venture has the components for success. The support and business acumen of the Element team were instrumental to the process, and we appreciate their partnership.
“We have built a long-term relationship with Celadon, and we are excited to deepen our partnership,” stated Bradley Nullmeyer, chief executive officer of Element. “This joint venture expands Element’s position in the Class 8 tractor sector and provides a great opportunity to broaden our range of fleet services across a larger market, with a great partner.”
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