8-K

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K  

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 24, 2017 

DASEKE, INC.

(Exact name of registrant as specified in its charter) 

Delaware	001-37509	47-3913221
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15455 Dallas Parkway, Suite 440, Addison, Texas	75001
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 248-0412

Hennessy Capital Acquisition Corp. II, 700 Louisiana Street, Suite 900, Houston, Texas 77002

(Former Name or Former Address, If Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On February 27, 2017 (the “Closing Date”), the registrant consummated the previously announced merger of a wholly owned subsidiary of the registrant with and into Daseke, Inc. (“Daseke”), with Daseke surviving as a direct wholly owned subsidiary of the registrant (the “Business Combination”), in accordance with the Agreement and Plan of Merger, dated as of December 22, 2016 (the “Merger Agreement”), by and among the registrant, HCAC Merger Sub, Inc., Daseke and Don R. Daseke, solely in his capacity as the Stockholder Representative.

In connection with the closing of the Business Combination (the “Closing”), the registrant changed its name from Hennessy Capital Acquisition Corp. II to Daseke, Inc. Unless the context otherwise requires, “we,” “us,” “our,” and “the Company” refer to the consolidated company and its subsidiaries at and after the Closing, “Daseke” refers to Daseke, Inc. and its subsidiaries, and “Hennessy Capital” refers to the registrant prior to the Closing.

In connection with its execution of the Merger Agreement, Hennessy Capital entered into, among other things, backstop and subscription agreements (the “Backstop and Subscription Agreements”) with certain institutional accredited investors (such investors referred to collectively as the “Backstop Commitment Investors”) and a preferred subscription agreement with certain institutional accredited investors (collectively, the “Preferred Financing Investors”). In the backstop and subscription agreements, the Backstop Commitment Investors made a commitment (the “Backstop Commitment”) pursuant to which they agreed to purchase an aggregate of up to $35.0 million in shares of Hennessy Capital common stock (as and to the extent requested by Hennessy Capital), through (x) open market or privately negotiated transactions with third parties (including forward contracts), (y) a private placement to occur concurrently with the consummation of the Business Combination at a purchase price of $10.00 per share, or (z) a combination thereof. In the preferred subscription agreement, the Preferred Financing Investors agreed to purchase from Hennessy Capital, concurrent with the consummation of the Closing, 650,000 shares of the Company’s 7.625% Series A Convertible Preferred Stock (the “Series A Preferred Stock”) for an aggregate purchase price of $65.0 million (the “Preferred Financing”).

On February 24, 2017, Hennessy Capital exercised the Backstop Commitment in full, and the Backstop Commitment Investors purchased an aggregate of $35.0 million in shares of Hennessy Capital common stock through open market or privately negotiated transactions with third parties at a purchase price of up to $10.00 per share.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth under “Introductory Note” above is incorporated in this Item 2.01 by reference. The material terms and conditions of the Merger Agreement are described on pages 123 to 138 of Hennessy Capital’s definitive proxy statement dated February 6, 2017 (the “Definitive Proxy Statement”) in the section entitled “The Business Combination Proposal—The Merger Agreement,” which is incorporated by reference herein.

The Business Combination was approved by Hennessy Capital’s stockholders at a special meeting of Hennessy Capital’s stockholders held on February 27, 2017 (the “Special Meeting”). At the Special Meeting, 21,288,965 shares of Hennessy Capital’s common stock were voted in favor of the proposal to approve the Business Combination, 2,385,174 shares of Hennessy Capital’s common stock were voted against that proposal and holders of 250,000 shares of Hennessy Capital’s common stock abstained.

In connection with the Closing, Hennessy Capital redeemed a total of 11,616,990 shares of its common stock pursuant to the terms of the Company’s amended and restated certificate of incorporation, resulting in a total cash payment from Hennessy Capital’s trust account to redeeming stockholders of $116,169,900.

At the Closing, the Preferred Financing Investors purchased 650,000 shares of the Series A Preferred Stock from the Company for an aggregate purchase price of $65.0 million. In addition, at the Closing, the Company issued 419,669 newly issued shares of Company common stock (including 27,777 shares issued in consideration for the reduction of certain financial advisory fees) in the aggregate to the Backstop Commitment Investors. Such shares are referred to in the Backstop and Subscription Agreements and the Definitive Proxy Statement as “Utilization Fee Shares.”

At the Closing, Hennessy Capital Partners II LLC (the “Sponsor”) forfeited 2,701,934 founder shares of Hennessy Capital common stock in the aggregate, resulting in 1,848,043 remaining founder shares of Company common stock held by the Sponsor. Such Sponsor founder share forfeitures were made pursuant to the terms of the Merger Agreement and the Backstop and Subscription Agreements and in connection with the payment of deferred underwriting discounts and fees to the underwriters from Hennessy Capital’s July 2015 initial public offering (the “IPO”).

Following the consummation of the Business Combination, there were 37,715,960 of shares of Company common stock issued and outstanding, including 26,665,330 shares issued to former Daseke stockholders at the Closing of the merger pursuant to the Merger Agreement and 8,342,918 “public” shares (issued in the IPO) of Company common stock remaining outstanding following redemptions.
 

Item 3.02. Unregistered Sale of Equity Securities

The disclosure set forth under Item 2.01 above is incorporated in this Item 3.02 by reference. The 26,665,330 newly issued shares of the registrant’s common stock that were paid as consideration to former Daseke stockholders upon closing of the Business Combination were issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering on the basis that the securities were offered and sold in a non-public offering to “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act). Daseke engaged a purchaser representative to serve as the purchaser representative for two Daseke stockholders who were not “accredited investors,” which purchaser representative met all of the conditions set forth in Rule 501(i) of Regulation D, as required to comply with applicable federal securities laws in connection with the issuance of shares of Hennessy Capital common stock to these two Daseke stockholders in the Business Combination. The 650,000 newly issued shares of the Series A Preferred Stock issued in the Preferred Financing and the 419,669 newly issued shares of Hennessy Capital common stock issued to the Backstop Commitment Investors were, in each case, issued at the Closing to institutional accredited investors in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof.

Item 5.06. Change in Shell Company Status.

On February 27, 2017, as a result of the consummation of the Business Combination, which fulfilled the “initial Business Combination” requirement of Hennessy Capital’s amended and restated certificate of incorporation, the Company ceased to be a shell company upon the closing of the Business Combination. The material terms of the Business Combination are described in the Definitive Proxy Statement in the section entitled “The Business Combination Proposal” beginning on page 123, which is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 27, 2017, Hennessy Capital held the Special Meeting for the following purposes:

(1) to consider and vote upon a proposal to approve the Merger Agreement (the “Business Combination Proposal”);

(2) to approve and adopt separate proposals for amendments to Hennessy Capital’s amended and restated certificate of incorporation:

• to increase the Company’s authorized common stock and preferred stock (“Proposal 2”);

• to provide for the classification of our Board of Directors into three classes of directors with staggered three-year terms of office and to make certain related changes (“Proposal 3”);

• to designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions and provide for certain additional changes, including changing the Company’s name from “Hennessy Capital Acquisition Corp. II” to “Daseke, Inc,” making the Company’s corporate existence perpetual and providing for severability if any clause shall be held invalid, illegal or unenforceable, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company (“Proposal 4”);

(3) to consider and vote upon a proposal to elect three directors (Daniel J. Hennessy, Don R. Daseke and Mark Sinclair) to serve as directors on our Board of Directors until the 2019 annual meeting of stockholders and until their respective successors are duly elected and qualified (the “Director Election Proposal”);

(4) to consider and vote upon a proposal to approve and adopt the plan referred to as the Incentive Plan in the Definitive Proxy Statement (the “Incentive Plan Proposal”);

(5) to consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock, which Nasdaq may deem to be a change of control, pursuant to the Preferred Financing and any private placement pursuant to the Backstop Commitment (the “Nasdaq Proposal”); and

(6) to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, Proposal 2, the Director Election Proposal or the Nasdaq Proposal (the “Adjournment Proposal”).

There were 24,949,885 shares of Hennessy Capital common stock issued and outstanding on the record date for the Special Meeting. At the Special Meeting there were 23,924,139 shares voted by proxy or in person. The results for each matter were as follows:

• Hennessy Capital’s stockholders approved the Business Combination Proposal, based on the following votes:

Votes FOR	Votes AGAINST	Abstain	Broker Non-Votes
21,288,965	2,385,175	250,000	0

• Hennessy Capital’s stockholders approved Proposal 2, based on the following votes:

Votes FOR	Votes AGAINST	Abstain	Broker Non-Votes
20,914,260	1,830,498	1,179,381	0

• Hennessy Capital’s stockholders approved Proposal 3, based on the following votes:

Votes FOR	Votes AGAINST	Abstain	Broker Non-Votes
19,759,418	3,001,090	1,163,631	0

• Hennessy Capital’s stockholders approved Proposal 4, based on the following votes:

Votes FOR	Votes AGAINST	Abstain	Broker Non-Votes
19,788,810	2,971,698	1,163,631	0

• Hennessy Capital’s stockholders approved the Director Election Proposal, based on the following votes:

Daniel J. Hennessy:	For: 20,931,727	Withheld: 2,992,412
Don R. Daseke:	For: 20,933,727	Withheld: 2,990,412
Mark Sinclair:	For: 20,933,727	Withheld: 2,990,412

• Hennessy Capital’s stockholders approved the Incentive Plan Proposal, based on the following votes:

Votes FOR	Votes AGAINST	Abstain	Broker Non-Votes
19,786,360	2,973,898	1,163,881	0

• Hennessy Capital’s stockholders approved the Nasdaq Proposal, based on the following votes:

Votes FOR	Votes AGAINST	Abstain	Broker Non-Votes
20,915,860	1,829,398	1,178,881	0

• Hennessy Capital’s stockholders approved the Adjournment Proposal, based on the following votes:

Votes FOR	Votes AGAINST	Abstain	Broker Non-Votes
20,216,542	2,608,652	1,098,945	0

Item 7.01 Regulation FD Disclosure.

On February 27, 2017, Hennessy Capital and Daseke issued a joint press release announcing the Closing of the Business Combination. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number	Description
99.1	Press Release dated February 27, 2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 27, 2017	DASEKE, INC.
	By:	/s/ R. Scott Wheeler
	Name:	R. Scott Wheeler
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Number	Description
99.1	Press Release dated February 27, 2017

EX-99.1

Exhibit 99.1

 

Daseke, Inc. and Hennessy Capital Acquisition Corp. II Announce
Closing of Merger Transaction

Daseke, Inc. Becomes a Public Company, Trading on Nasdaq Under Ticker “DSKE” to Commence on February 28, 2017

ADDISON AND HOUSTON, TEXAS – Feb. 27, 2017 – Daseke, Inc. (“Daseke”) and Hennessy Capital Acquisition Corp. II (NASDAQ: HCAC, HCACU, HCACW) (“HCAC” or the “Company”) today announced the closing of their previously announced business combination. The merger was approved at HCAC’s special meeting of stockholders held earlier today. As part of the transaction, HCAC changed its name to Daseke, Inc. As a result, the Company expects that, effective Feb. 28, 2017, the Company’s common stock and warrants will begin trading under the ticker symbols “DSKE” and “DSKEW,” respectively, on the Nasdaq Capital Market.

Daseke is a leading consolidator of the highly fragmented $133 billion open deck freight market in North America. Since its first year of operations in 2009, Daseke has grown revenue both organically and through acquisitions from $30 million to more than $650 million estimated in 2016, representing a compound annual growth rate of approximately 55 percent. Daseke believes it is the largest owner of open deck equipment and the second largest provider of open deck transportation and logistics solutions by revenue in North America.

Don Daseke, Chairman and CEO of Daseke, Inc., stated, “Our vision from the start was to become a public company so we could have access to the capital markets in order to continue our focused consolidation strategy. We believe we have an acquisition pipeline that could enable us to double Daseke’s adjusted earnings before interest, tax, depreciation and amortization over the next three years, and we believe this business combination positions us to meet our 2017 consolidation objectives. Daseke has less than a 1 percent share of this highly fragmented open deck freight market, and we believe we have a tremendous opportunity for future growth and continued market penetration.

“From the beginning, our plan was to have a stock program for all of our employees, including an industry-first public stock plan for our company drivers,” Daseke said. “They have a very tough job, and we respect them greatly. Giving our people the opportunity to be owners in Daseke is a great day for me on a very personal level. We are just now making it to first base in our strategy to build the premier specialized, open deck transportation company in North America. We could not have chosen a better partner than the team at HCAC and are excited to become a Nasdaq-listed public company.”

“We are extremely proud to join forces with Daseke, the first trucking company to go public since 2010,” said Dan Hennessy, Chairman and CEO of Hennessy Capital Acquisition Corp II. “We have made a powerful combination: HCAC’s industrial focus and capital market expertise is now coupled with Daseke’s experienced management team and their consistent track record of successfully consolidating the open deck specialized transportation market. We look forward to assisting in Daseke’s continued growth as directors of the combined company.”

With the closing of the business combination, HCAC Chairman and CEO Daniel J. Hennessy and President, COO and director Kevin Charlton have joined the board of directors of the combined company. The board now consists of eight members, including Daseke Chairman and CEO Don Daseke and Executive Vice President and CFO Scott Wheeler, as well as four additional independent directors.

Hennessy Capital Acquisition Corp. II was advised on the transaction by Stifel, UBS Investment Bank, Cantor Fitzgerald & Co., BMO Capital Markets and XMS Capital Partners, LLC, with Sidley Austin LLP and Ellenoff Grossman & Schole LLP as legal counsel.  Daseke was advised by Cowen and Company with Vinson & Elkins LLP as legal counsel.

Hennessy Capital II and Daseke Announce Closing of Merger Transaction

February 27, 2017

Page 2

About Daseke, Inc.

Daseke is a leading consolidator of the highly fragmented $133 billion open deck freight market in North America. Daseke believes it is the largest owner of open deck equipment and the second largest provider of open deck transportation and logistics solutions by revenue in North America, with a fleet of approximately 3,000 tractors and 6,000 trailers. Daseke serves industrial customers in the U.S., Canada and Mexico through more than 40 terminals across the U.S.

About Hennessy Capital Acquisition Corp. II

Hennessy Capital Acquisition Corp. II is a special purpose acquisition company (SPAC) founded by Daniel J. Hennessy for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The company's acquisition and value creation strategy is to identify, acquire and, after its initial business combination, build an industrial manufacturing, distribution or services business. The HCAC management team brought Blue Bird Corporation public in 2015.

Forward-Looking Statements

This news release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends, or that are not statements of historical matters. Such forward-looking statements with respect to the benefits of the business combination, the future financial performance of HCAC following the business combination, changes in the market for Daseke’s services, and expansion plans and opportunities, including future acquisition or additional business combinations are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing HCAC’s views as of any subsequent date, and HCAC does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Undue reliance should not be placed on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against Daseke or HCAC following announcement of the business combination and related transactions; (2) the ability to maintain the listing of HCAC’s common stock on the Nasdaq Capital Market following the business combination; (3) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably; (4) changes in applicable laws or regulations; (5) the possibility that Daseke or HCAC may be adversely affected by other economic, business, and/or competitive factors; and (6) other risks and uncertainties indicated from time to time in the definitive proxy statement filed by HCAC in connection with the business combination, including those under “Risk Factors” therein, and other factors identified in HCAC’s prior and future filings with the SEC, available at www.sec.gov.

Contact:

Geralyn DeBusk

Halliburton Investor Relations & Communications

972-458-8000

817-797-9016 Mobile

Daseke@HalliburtonIR.com