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Press Release

Morgan Lewis Advises Celadon Group on Adoption of a Section 382 Tax Benefits Preservation Plan

August 10, 2018

WASHINGTON, DC, August 10, 2018: Morgan Lewis recently advised Celadon Group, Inc. on the adoption of a Section 382 tax benefits preservation plan. The plan is structured as a preferred stock rights agreement and is designed to preserve Celadon’s tax assets primarily associated with net operating loss carryforwards or NOLs that could potentially be utilized in certain circumstances to offset Celadon’s future taxable income and reduce its federal income tax liability. To prevent Celadon’s NOLs from being limited under Section 382 of the Internal Revenue Code, the plan is intended to deter any person from acquiring beneficial ownership of 4.99% or more of Celadon’s outstanding common stock without the approval of the Celadon Board of Directors and, thereby, reduce the likelihood of an unintended “ownership change.” 

Celadon Group, Inc., based in Indianapolis, IN, is a publicly-traded freight, logistics and supply-chain management company and, through its subsidiaries, provides long haul, regional, local, dedicated, intermodal, temperature-protect, and expedited freight services across the United States, Canada, and Mexico.

The Morgan Lewis team was led by partners Keith E. Gottfried and Sean M. Donahue in Washington, DC.

Read the press release issued by Celadon announcing its adoption of a Section 382 tax benefits preservation plan here.