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Rush Enterprises, Inc. (NASDAQ:RUSHA, RUSHB))))) (the "Company," "Rush Enterprises," "we," "us," or "our") today announced that its Board of Directors approved a new stock repurchase program authorizing the Company to repurchase, from time to time, up to an aggregate of $150 million of its shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), and/or Class B Common Stock, par value $0.01 per share ("Class B Common Stock"). The Company also today announced that, concurrently with and as part of the stock repurchase program, it has purchased 1,500,000 shares of Class B Common Stock for an aggregate consideration of $65.3 million from W.M. "Rusty" Rush, the Company's Chairman of the Board, Chief Executive Officer and President. The transaction was funded with cash on hand. Mr. Rush advised the Company that the shares are being sold, in part, to repay a $40 million personal loan incurred by Mr. Rush with a balance of approximately $37 million that was secured by shares of the Class A Common Stock and Class B Common Stock owned by Mr. Rush as well as for financial diversification and tax planning purposes. The shares repurchased from Mr. Rush represent approximately 16.7% of the total shares of Class B Common Stock beneficially owned by Mr. Rush. After the transaction, Mr. Rush will continue to beneficially own 180,339 shares of Class A Common Stock and 7,493,809 shares of Class B Common Stock. The terms of the transaction were negotiated on behalf of the Company by a committee of independent directors of the Company's Board of Directors with the assistance of its independent legal and financial advisors, Baker Botts L.L.P. and Houlihan Lokey Capital, Inc.
Steven L. Keller, the Company's Chief Financial Officer, commented, "We are pleased to announce the approval of
this new $150 million stock repurchase program, as well as this $65.3 million repurchase transaction. We believe that our strong balance sheet and cash flow will allow us to continue to invest in our growth strategy while continuing to return capital to shareholders as evidenced by these transactions."
The new stock repurchase program replaces the Company's prior $150 million stock repurchase program. As of December 4, 2023, the Company had purchased approximately $150 million worth of shares of its common stock under the prior repurchase program, which was scheduled to expire on December 31, 2023, and was terminated effective December 5, 2023.
Repurchases out of the remaining $84.7 million in availability under the new stock repurchase program will be made at times and in amounts as the Company deems appropriate and may be made through open market transactions at prevailing market prices, privately negotiated transactions or by other means in accordance with federal securities laws. The actual timing, number and value of repurchases under the new stock repurchase program will be determined by management in its discretion and will depend on a number of factors, including market conditions, stock price and other factors. The new stock repurchase program expires on December 31, 2024, and may be suspended or discontinued at any time.
