Werner Enterprises, Inc. $579 Million Secondary Offering

Davis Polk advised the representative of the several underwriters in connection with an underwritten secondary offering of 14,130,523 shares of common stock of Werner Enterprises, Inc. by the Clarence L. Werner Revocable Trust for gross proceeds of $579 million. Included in the shares are 1,284,593 shares sold by the selling shareholder pursuant to the underwriters’ exercise in full of their option to purchase additional shares. Werner’s common stock is listed on the Nasdaq Global Select Market under the symbol “WERN.”

Werner Enterprises, Inc. is a transportation and logistics company engaged primarily in transporting truckload shipments of general commodities in both interstate and intrastate commerce.

The Davis Polk corporate team included partner Richard D. Truesdell Jr. and associates Arisa Akashi and Sherry Tan. Partner Po Sit and associate Shay Moyal provided tax advice. Associate Michael Comstock provided environmental advice. Members of the Davis Polk team are based in the New York and Northern California offices.