0001171843-18-008281.txt : 20181204 0001171843-18-008281.hdr.sgml : 20181204 20181203174015 ACCESSION NUMBER: 0001171843-18-008281 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181203 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20181204 DATE AS OF CHANGE: 20181203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hub Group, Inc. CENTRAL INDEX KEY: 0000940942 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 364007085 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27754 FILM NUMBER: 181214923 BUSINESS ADDRESS: STREET 1: 2000 CLEARWATER DRIVE CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 6302713653 MAIL ADDRESS: STREET 1: 2000 CLEARWATER DRIVE CITY: OAK BROOK STATE: IL ZIP: 60523 FORMER COMPANY: FORMER CONFORMED NAME: Hub Group DATE OF NAME CHANGE: 20160718 FORMER COMPANY: FORMER CONFORMED NAME: HUB GROUP INC DATE OF NAME CHANGE: 19950313 8-K 1 f8k_120318.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) December 3, 2018

HUB GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

0-27754	36-4007085
(Commission File Number)	(I.R.S. Employer Identification No.)

2000 Clearwater Drive

Oak Brook, Illinois 60523

(Address, including zip code, of principal executive offices)

(630) 271-3600

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(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 any of the following provisions:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01.

Completion of Acquisition or Disposition of Assets

CaseStack Merger Agreement

On December 3, 2018, Hub Group, Inc. (the “Company”), closed on the previously announced Agreement and Plan of Merger (the “Merger Agreement”) with Cascade Merger Sub, Inc. (“Merger Sub”), a direct wholly-owned subsidiary of the Company, CaseStack, Inc. (“CaseStack”) and Fortis Advisors LLC, as the Securityholders’ Representative, pursuant to which the Company acquired CaseStack through a merger of Merger Sub with and into CaseStack. Total consideration for the transaction is approximately $255 million, subject to customary post-closing adjustments.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Merger Agreement, a copy of which is filed as Exhibit 2.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2018.

SIGNATURES

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.

	HUB GROUP, INC.

DATE: December 3, 2018	/s/ Terri A. Pizzuto
	By: Terri A. Pizzuto
	Title: Executive Vice President, Chief Financial Officer
	and Treasurer