Item 8.01 Other Events.
On September 10, 2021, Echo Global Logistics, Inc.,
a Delaware corporation (the “Company”), issued a press release announcing the entry into an Agreement and Plan of Merger,
dated as of September 9, 2021, by and among Einstein Midco, LLC, a Delaware corporation (“Parent”), Einstein Merger Sub, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, providing for the merger of
Merger Sub with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly owned subsidiary of
Parent. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Important Information for Investors and Stockholders
Important Information and Where to Find it
The proposed acquisition of the Company by
Parent and Merger Sub will be submitted to the stockholders of the Company for approval of the merger agreement by such
stockholders. In connection with the proposed transaction, the Company will file with the Securities and Exchange Commission
(“SEC”) a proxy statement with respect to a meeting of the Company’s stockholders to approve the proposed
transaction. The definitive proxy statement will be mailed to the Company stockholders. The Company also plans to file other
documents with the SEC regarding the proposed transaction. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND
OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors
and stockholders will be able to obtain free copies of the proxy statement and other documents containing important information
about the Company, Parent and Merger Sub, once such documents are filed with the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the
Company’s website at https://ir.echo.com or by contacting Peter M. Rogers, Corporate Secretary, Echo Global
Logistics, Inc. 600 West Chicago Avenue, Suite 725, Chicago Illinois 60654.
Certain Information Regarding Participants
The Company and certain of its directors, executive
officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders
of the Company in connection with the proposed transaction. Information about the directors and executive officers of the Company is set
forth in its Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 26,
2021, and in its proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on April 30, 2021. Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, in the proposed transaction will be contained in the proxy statement and other relevant materials to be filed with
the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
All statements made in this Form 8-K,
other than statements of historical fact, are or may be deemed to be forward-looking statements. These statements are
forward-looking statements under the federal securities laws. We can give no assurance that any future results discussed in these
statements will be achieved. These statements are based on current plans and expectations of Echo Global Logistics, Inc. and
involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from
any future results, performance or achievements expressed or implied by these statements. Actual results could differ materially
from those contained in any forward-looking statement as a result of various factors, including, without limitation:
(1) conditions to the closing of the transaction may not be satisfied and required regulatory approvals may not be
obtained; (2) the transaction may involve unexpected costs, liabilities or delays; (3) the business of the
Company may suffer as a result of uncertainty surrounding the transaction; (4) the outcome of any legal proceedings
related to the transaction; (5) the Company may be adversely affected by other economic, business, legislative, regulatory
and/or competitive factors; (6) the occurrence of any event, change or other circumstances that could give rise to the
termination of the merger agreement; (7) risks that the transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the transaction; (8) the failure to obtain the necessary debt
financing arrangements set forth in the commitment letter received in connection with the transaction; and (9) other risks
to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period
or at all. If the transaction is consummated, the Company’s stockholders will cease to have any equity interest in the Company
and will have no right to participate in its earnings and future growth. Additional factors that may affect the future results of
the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended
December 31, 2020, which are available on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date thereof.