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 27, 2017

 

 

DASEKE, INC.

(Exact name of registrant as specified in its charter)

 

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Delaware (State or Other Jurisdiction of Incorporation)		001-37509 (Commission File Number)		47-3913221 (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
Not applicable
(Former Name or Former Address, If Changed Since Last Report)

 

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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:

 

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))

 

 

 

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Introductory Note

 

On February 27, 2017 (the “ Closing Date ”), the registrant consummated the previously announced merger of a wholly owned subsidiary of the registrant (“ Merger Sub ”) with and into Daseke, Inc., with Daseke, Inc. surviving (the “ Surviving Company ”) as a direct wholly owned subsidiary of the registrant (the “ Business Combination ”), in accordance with the Agreement and Plan of Merger, dated 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 (as defined therein).

 

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., and the Surviving Company, a direct wholly owned subsidiary of the registrant, changed its name to Daseke Companies, Inc. Unless the context otherwise requires, “ we ,” “ us ,” “ our ” and the “ Company ” refer to Daseke, Inc. and its consolidated subsidiaries at and after the Closing, “ Daseke ” refers to Daseke, Inc. and its consolidated subsidiaries prior to the Closing, 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 preferred subscription agreements 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 agreements, 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 1.01                                            Entry Into a Material Definitive Agreement.

 

Term Loan Facility

 

Overview

 

On February 27, 2017, concurrently with the consummation of the Business Combination, Merger Sub (and, upon consummation of and after giving effect to the Business Combination, Daseke Companies, Inc.), as borrower (the “ Term Loan Borrower ”), entered into a new seven-year, $350.0 million term loan facility under a loan agreement with Credit Suisse AG, Cayman Islands Branch, as administrative agent (the “ Term Loan Administrative Agent ”), and the lenders party thereto (the “ Term Loan Facility ”). The Term Loan Facility consists of (i) a $250.0 million term loan funded on the closing date of the Term Loan Facility (the “ Closing Date Term Loan ”), and (ii) up to $100.0 million of term loans to be funded from time to time under a delayed draw term loan facility (the “ Delayed Draw Term Loans ”).  Additionally, the size of the Term Loan Facility could increase from time to time pursuant to an uncommitted incremental facility in an aggregate amount for all such incremental loans and commitments up to the sum of (a) $65.0 million and (b) an uncapped amount for which availability is to be determined based on maximum first lien, secured, and total leverage ratio-based formulas depending upon the security and ranking of the relevant incremental facility. The Term Loan Facility has a scheduled maturity date of February 27, 2024.

 

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The proceeds from the Closing Date Term Loan were used to partially refinance certain of the Term Loan Parties (as defined below) capital leases, purchase money debt, equipment and real estate financings and to pay transaction costs associated with the Business Combination.

 

Interest Rates

 

Term loans under the Term Loan Facility are, at the Term Loan Borrower’s election from time to time, comprised of alternate base rate loans (an “ ABR Borrowing ”) or adjusted LIBOR loans (a “ Eurodollar Rate Borrowing ”), with the applicable margins of interest being an alternate base rate (subject to a 2.00% floor) plus 4.50% per annum for ABR Borrowings and LIBOR (subject to a 1.00% floor) plus 5.50% per annum for Eurodollar Rate Borrowings.

 

Amortization

 

The Closing Date Term Loan amortizes in equal quarterly installments in aggregate annual amounts equal to 1.0% per annum of the original principal amount thereof. The Delayed Draw Term Loans, if drawn, will amortize in equal quarterly installments in aggregate annual amounts equal to a percentage of the original principal amount thereof that will result in the Delayed Draw Term Loans being fungible with the Closing Date Term Loan. The final principal repayment installment of the Closing Date Term Loan and the Delayed Draw Term Loans is required to be paid on the maturity date of the Term Loan Facility in an amount equal to the aggregate principal amount of the Closing Date Term Loan and the Delayed Draw Term Loans outstanding on such date.

 

Mandatory and Optional Prepayments

 

The Term Loan Facility will permit the Term Loan Borrower to voluntarily prepay its borrowings, subject, under certain circumstances in connection with any repricing transaction that occurs in the six months after the closing of the Term Loan Facility, to the payment of a prepayment premium of 1.00% (except in connection with certain transformative acquisitions or similar investments, change in control transactions and initial public offerings). In certain circumstances (subject to exceptions, exclusions and, in the case of excess cash flow, step-downs described below), the Term Loan Borrower may also be required to make an offer to prepay the Term Loan Facility if it receives proceeds as a result of certain asset sales, debt issuances, casualty or similar events of loss, or if it has excess cash flow (defined as an annual amount calculated using a customary formula based on consolidated adjusted EBITDA, including, among other things, deductions for (i) the amount of certain voluntary prepayments of the Term Loan Facility, and (ii) the amount of certain capital expenditures, acquisitions, investments, and restricted payments). The percentage of excess cash flow that must be applied as a mandatory prepayment is 50% with respect to the initial excess cash flow period (the fiscal year ending on December 31, 2018) and will be 50%, 25% or 0% for future excess cash flow periods depending upon the first lien leverage ratio of the Term Loan Borrower and its restricted subsidiaries.

 

Guarantees and Collateral

 

The Term Loan Facility is guaranteed by the Company and all of the Term Loan Borrower’s wholly owned domestic restricted subsidiaries (subject to customary exceptions for excluded subsidiaries) (collectively, “ Term Loan Guarantors ” and together with the Term Loan Borrower, collectively “ Term Loan Parties ” and each a “ Term Loan Party ”). Subject to certain customary exceptions, the Term Loan Facility is secured by (a) a first priority security interest in substantially all now owned or hereafter acquired personal property and real property of the Term Loan Parties (other than ABL Priority Collateral, as defined below), including, without limitation, (i) a pledge of the capital stock of the Term Loan Borrower owned by the Company and a pledge of the capital stock of each Term Loan Party’s direct restricted subsidiaries, but limited, in the case of voting capital stock of foreign subsidiaries and controlled foreign corporation holding companies, to a pledge of 65% of the voting capital stock of any first-tier foreign subsidiary or controlled foreign corporation holding company and (ii) any and all tractors, trailers and equipment used for transport (other than any parts inventory) of the Term Loan Parties (subject to customary exceptions and exclusions) (the collateral described in this clause (a), the “ Term Priority Collateral ”), and (b) a second priority security interest in the following assets of the Term Loan Parties: (i) accounts receivable; (ii) inventory; (iii) cash and cash equivalents (other than cash and cash equivalents constituting identifiable proceeds of Term Priority Collateral); (iv) securities and deposit accounts (subject to exceptions for accounts containing

 

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exclusively identifiable cash proceeds of Term Priority Collateral); (v) general intangibles (other than capital stock and intellectual property), instruments, documents, chattel paper, commercial tort claims, letter of credit rights and supporting obligations, in each case related to the foregoing; (vi) books and records to the extent related to the foregoing and (vii) in each case above, proceeds thereof (the collateral described in this clause (b), the “ ABL Priority Collateral ”).

 

Financial Covenant

 

The Term Loan Facility contains a financial covenant requiring the Term Loan Borrower to maintain a consolidated total leverage ratio as of the last day of any fiscal quarter of less than or equal to 4.25 to 1.00 commencing on June 30, 2017, stepping down to 4.00 to 1.00 on March 31, 2019 and stepping down to 3.75 to 1.00 on March 31, 2021. The Term Loan Borrower’s consolidated total leverage ratio is defined as the ratio of (1) consolidated total debt minus unrestricted cash and cash equivalents and cash and cash equivalents restricted in favor of the Term Loan Administrative Agent and the lenders not to exceed $5 million, to (2) the Term Loan Borrower’s consolidated adjusted EBITDA for the trailing 12 month period (with customary add-backs permitted to consolidated adjusted EBITDA, including in respect of synergies and cost-savings reasonably identifiable and factually supportable that are anticipated to be realized in an aggregate amount not to exceed 25% of consolidated adjusted EBITDA and subject to other customary limitations).

 

Other Covenants

 

The Term Loan Facility contains (i) certain customary affirmative covenants that, among other things, require compliance with applicable laws, periodic financial reporting and notices of material events, payment of taxes and other obligations, maintenance of property and insurance, and provision of additional guarantees and collateral, and (ii) certain customary negative covenants that, among other things, restrict the incurrence of additional indebtedness, liens on property, sale and leaseback transactions, investments, mergers, consolidations, liquidations and dissolutions, asset sales, acquisitions, the payment of distributions, dividends, redemptions and repurchases of equity interests, transactions with affiliates, prepayments and redemptions of certain other indebtedness, burdensome agreements, holding company limitations, changes in fiscal year and modifications of organizational documents.

 

Events of Default

 

The Term Loan Facility contains customary events of default, including, among others, nonpayment of principal, interest or other amounts, failure to perform covenants, inaccuracy of representations and warranties in any material respect, cross-defaults and cross-acceleration with other material indebtedness, cross-acceleration and cross payment default with the ABL Facility, certain undischarged judgments, the occurrence of certain ERISA or bankruptcy or insolvency events or the occurrence of a change in control (including, among other things, the acquisition by any person, entity or group (other than certain permitted holders) of more than the greater of (x) 35% of the total voting power of outstanding voting stock of the Company and (y) the percentage of the total voting power of outstanding voting stock of the Company held by certain permitted holders).

 

Remedies

 

Upon the occurrence, and during the continuance, of an event of default, the Term Loan Administrative Agent may, in addition to other customary rights and remedies, declare any outstanding obligations under the Term Loan Facility immediately due and payable.

 

A copy of the Term Loan Facility agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Term Loan Facility is qualified in its entirety by reference thereto.

 

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ABL Revolving Credit Facility

 

Overview

 

On February 27, 2017, concurrently with the consummation of the Business Combination, Daseke Companies, Inc. and its wholly owned domestic subsidiaries, as borrowers (collectively, the “ ABL Borrowers ”), entered into a new five-year, senior secured asset-based revolving credit facility (the “ ABL Facility ”) under a credit agreement with PNC Bank, National Association, as administrative agent (the “ ABL Facility Administrative Agent ”), and the lenders party thereto, in an aggregate maximum credit amount equal to $70.0 million (subject to availability under a borrowing base). Additionally, the size of the ABL Facility could increase from time to time pursuant to an uncommitted accordion by an aggregate amount for all such increases of up to $30 million. The ABL Facility has a scheduled maturity date of February 27, 2022. Borrowings under the ABL Facility will bear interest at rates based upon the ABL Borrowers’ fixed charge coverage ratio and, at the ABL Borrowers’ election from time to time, either a base rate plus an applicable margin or adjusted LIBOR rate plus an applicable margin.

 

Amounts available under the ABL Facility may be used to (i) finance a portion of any Permitted Acquisition (as defined in the ABL Facility) (ii) pay fees and expenses relating to the Transactions (as defined in the ABL Facility), (iii) provide for working capital needs and reimburse drawings under Letters of Credit (as defined in the ABL Facility) and (iv) for other general corporate purposes, all as more fully set forth in the ABL Facility.

 

Amortization

 

Borrowings under the ABL Facility will not amortize.  All obligations outstanding or issued under the ABL Facility are due and payable at the scheduled maturity.

 

Mandatory and Optional Prepayments

 

The ABL Facility permits the Company to voluntarily prepay its borrowings, without premium or penalty (subject to customary requirements for payment of LIBOR breakage costs). The ABL Facility contains customary cash management provisions with respect to proceeds of ABL Priority Collateral (as defined above).  In certain circumstances, the Company may also be required to prepay the ABL Facility as a result of revolving credit exposure exceeding the borrowing base and, during any period after a default or event of default or after excess availability falling below the greater of (x) $15,000,000 and (y) 20% of the maximum credit amount and continuing until such time as no default or event of default has existed and excess availability has exceeded such amounts for a period of 60 consecutive days, to the extent (a) it receives proceeds of certain asset sales or casualty or similar events of loss with respect to ABL Priority Collateral or (b) there are “Declined Proceeds” (as defined in the Term Loan Facility) with respect to certain asset sales, debt issuances, or casualty or similar events of loss.

 

Guarantees and Collateral

 

The ABL Facility is guaranteed by the same entities that guarantee the Term Loan Facility (to the extent that such Term Loan Guarantors are not already borrowers under the ABL Facility). The ABL Facility is secured by a first priority security interest in all ABL Priority Collateral and second priority security interests in all Term Priority Collateral.

 

Financial Covenants

 

The ABL Facility contains (i) a financial covenant similar to the consolidated total leverage ratio required under the Term Loan Facility (but in any event requiring a leverage ratio of less than or equal to 4.25:1:00), and (ii) during any period after a default or event of default or after excess availability falling below the greater of (x) $15,000,000 and (y) 20% of the maximum credit amount, continuing until such time as no default or event of default has existed and excess availability has exceeded such amounts for a period of 60 consecutive days, a financial covenant requiring the Company to maintain a minimum consolidated fixed charge coverage ratio of 1.00x, tested on a quarterly basis. The Company’s fixed charge coverage ratio is defined as the ratio of (1) consolidated adjusted EBITDA minus unfinanced capital expenditures, cash taxes and cash dividends or distributions, to (2) the sum of all funded debt payments for the four quarter period then ending (with customary add-backs permitted to consolidated adjusted EBITDA).

 

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Other Covenants and Events of Default

 

The ABL Facility contains other affirmative and negative covenants and events of default similar to those in the Term Loan Facility, together with such additional terms as are customary for a senior secured asset-based revolving credit facility secured by the ABL Priority Collateral.

 

Remedies

 

The ABL Facility contains remedies similar to those in the Term Loan Facility. In addition, the ABL Facility Administrative Agent may terminate any obligations of the lenders under the ABL Facility to make advances, and in the event of certain bankruptcy proceedings and other insolvency events, the obligation of each lender to make advances will automatically terminate and any outstanding obligations under the ABL Facility will immediately become due and payable.

 

A copy of the fifth amended and restated revolving credit and security agreement governing the ABL Facility is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the ABL Facility is qualified in its entirety by reference thereto.

 

Employment Agreements

 

On February 27, 2017, in connection with the consummation of the Business Combination, the Company entered into employment agreements with each of Don R. Daseke, R. Scott Wheeler and Angie J. Moss (the “ Named Executive Officers ”) as described below.

 

The employment agreements each have an initial five-year term (three-year term in the case of Ms. Moss) that will be automatically extended for successive one-year periods unless either party provides written notice of termination at least 60 days prior to the date the then-current employment term would otherwise end. The employment agreements provide for annual salaries of at least $550,000, $450,000, and $300,000 for Mr. Daseke, Mr. Wheeler and Ms. Moss, respectively, and target annual cash bonuses of at least $150,000 for Messrs. Daseke and Wheeler and $75,000 for Ms. Moss, based upon the attainment of certain milestones determined by the Compensation Committee (the “ Compensation Committee ”) of the Company’s Board of Directors (the “ Board ”). Mr. Wheeler’s agreement also provides for a transaction bonus of $100,000, which became payable on the closing of the Business Combination. The Named Executive Officers are able to participate in the same incentive compensation and benefit plans in which other senior executives of the Company are eligible to participate.

 

If a Named Executive Officer’s employment is terminated by the Company for cause or by the executive without good reason, such executive will be entitled to receive (i) all accrued salary through the date of termination and (ii) any post-employment benefits due under the terms and conditions of the Company’s benefits plans. The executive will not be entitled to any additional amounts or benefits as the result of a termination of employment for cause or by the executive without good reason.

 

During the initial three years of employment under the employment agreements of Messrs. Daseke and Wheeler, the executive may only be terminated by the Company for cause. If a Named Executive Officer’s employment is terminated by the Company without cause (after the three year anniversary of the effective date of the agreement for Messrs. Daseke and Wheeler) or by the executive for good reason (including a voluntary resignation following notice from the Company of non-renewal), such Named Executive Officer will be entitled to receive (i) an amount equal to one and one-half times (one times for Ms. Moss) his or her base salary in effect immediately prior to the date of termination of his or her employment, (ii) an amount equal to one and one-half times (one times for Ms. Moss) his or her target annual bonus for the year preceding the year in which termination occurs, (iii) accelerated vesting of (A) outstanding unvested time-based equity which would have otherwise become vested in the calendar year of the executive’s termination had the executive’s employment under the employment agreement continued through the end of such calendar year and (B) unless otherwise provided in an applicable award agreement, the service condition relating to outstanding unvested performance-based equity pro-rated

 

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proportionate to the portion of the applicable performance period during which the executive would have been employed had the executive’s employment under the employment agreement continued through the end of the calendar year of the executive’s termination (but the vesting of such performance-based awards shall remain subject to the applicable performance conditions) and (iv) reimbursements equal to the difference between monthly amounts owed by the executive to continue coverage for the executive and his or her eligible dependents under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“ COBRA ”), and the contribution amount owed by similarly situated employees for the same or similar healthcare coverage, if the executive timely and properly elects COBRA coverage and until the earlier of the date such executive is no longer eligible for COBRA coverage, receives such coverage under another employer’s group health plan or 18 months (12 months for Ms. Moss) following the date of termination (“ COBRA Payments ”). Payments made to the executive under this paragraph will be made in installments over a period of 18 months (or 12 months for Ms. Moss), subject to the earlier payment of certain of such installments as provided in the employment agreements to ensure such payments are not considered nonqualified deferred compensation under certain provisions of the Internal Revenue Code of 1986, as amended (the “ Code ”).

 

If a Named Executive Officer’s employment is terminated by the Company due to the executive’s death or disability, the Named Executive Officer will be entitled to receive (i) all accrued salary through the date of termination, (ii) an amount equal to the executive’s pro-rated target annual bonus, (iii) accelerated equity award vesting (under the same terms described above for termination without cause or for good reason), (iv) COBRA Payments, and (v) any post-employment benefits due under the terms and conditions of the Company’s benefit plans. The Named Executive Officer will not be entitled to any additional amounts or benefits as the result of a termination of employment due to death or disability.

 

A Named Executive Officer’s eligibility and entitlement, if any, to each severance payment and any other payment and benefit described above is subject to the execution and non-revocation of a customary release of claims agreement by such Named Executive Officer. Each Named Executive Officer is also subject to general confidentiality obligations in his or her employment agreement as well as non-compete and non-solicitation restrictions for a period of 18 months (12 months for Ms. Moss).

 

Under the employment agreements, “good reason” generally means (i) relocation of the geographic location of an executive’s principal place of employment by more than 50 miles; (ii) a material diminution in the executive’s position, responsibilities or duties or the assignment of the executive to a position, responsibilities or duties of a materially lesser status or degree of responsibility than his or her position, responsibilities or duties immediately following the Business Combination; (iii) any material breach by the Company of any provision of the executive’s employment agreement; or (iv) non-renewal by the Company of the then-existing initial term or renewal term of the executive’s employment agreement.

 

Under the employment agreements, “cause” generally means (i) the commission by the executive of fraud, breach of fiduciary duty, theft, or embezzlement against the Company, its subsidiaries, affiliates or customers; (ii) the executive’s willful refusal without proper legal cause to faithfully and diligently perform his or her duties; (iii) the breach of the confidentiality, non-competition, non-solicitation and intellectual property provisions in the executive’s employment agreement or the material breach of any other written agreement between the executive and one or more members of affiliated entities including the Company and its direct and indirect subsidiaries; (iv) the executive’s conviction of, or plea of guilty or nolo contendere to, a felony (or state law equivalent) or any crime involving moral turpitude; (v) willful misconduct or gross negligence by the executive in the performance of duties to the Company that has or could reasonably be expected to have a material adverse effect on the Company; or (vi) the executive’s material breach and violation of the Company’s written policies pertaining to sexual harassment, discrimination or insider trading.

 

Each of the employment agreements between the Named Executive Officers and the Company contains a “clawback” provision that enables the Company to recoup any amounts paid to an executive as an annual bonus or incentive compensation under his or her employment agreement if so required by applicable law, any applicable securities exchange listing standards or any clawback policy adopted by the Company. If amounts payable to a Named Executive Officer under his or her employment agreement or otherwise exceed the amount allowed under Section 280G of the Code for such executive (thereby subjecting the executive to an excise tax), then such payments due to the executive officer under the employment agreement will either (i) be reduced (but not below zero) so that

 

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the aggregate present value of the payments and benefits received by the executive is $1.00 less than the amount which would otherwise cause the executive to incur an excise tax under Section 4999 of the Code or (ii) be paid in full, whichever produces the better net after-tax position to the executive.

 

Copies of Mr. Daseke’s, Mr. Wheeler’s and Ms. Moss’s employment agreements are filed with this Current Report on Form 8-K as Exhibits 10.3, 10.4 and 10.5, respectively, and are incorporated herein by reference, and the foregoing description of the employment agreements are qualified in their entirety by reference thereto.

 

Indemnification Agreements

 

In addition, the Company expects to enter into customary indemnification agreements with each of its directors and executive officers, effective February 27, 2017. Each indemnification agreement provides that, subject to limited exceptions, the Company will indemnify each such director and executive officer to the fullest extent permitted by Delaware law for claims arising in such person’s capacity as our director and/or officer. The indemnification agreements supersede any similar agreement previously entered into by our directors and executive officers with Hennessy Capital. A copy of a form indemnification agreement is filed with this Current Report on Form 8-K as Exhibit 10.6 and is incorporated herein by reference, and the foregoing description of the indemnification agreement is qualified in its entirety by reference thereto.

 

Registration Rights Agreement

 

On the Closing Date, the Company entered into an amended and restated registration rights agreement (the “ New Registration Rights Agreement ”) with each of the Company’s initial stockholders, the Preferred Financing Investors, the Backstop Commitment Investors, Don R. Daseke, The Walden Group, Inc. (“ The Walden Group ”), Daniel Wirkkala and the former holders of Daseke Series B Convertible Preferred Stock party thereto. In this section, we refer to each of the parties to the New Registration Rights Agreement (other than the Company) as a “ Restricted Stockholder .”

 

Resale Shelf Registration Statement . Pursuant to the New Registration Rights Agreement, we have agreed to file, as soon as reasonably practicable (but in any event no later than 45 days after the Closing Date, a resale shelf registration statement on Form S-3 (the “ Shelf Registration Statement ”), for the benefit of the Restricted Stockholders, to register (i) the shares of the Company’s common stock issued to Daseke stockholders pursuant to the Business Combination, (ii) the founder shares held by Hennessy Capital’s initial stockholders, (iii) 15,080,756 warrants (the “ Placement Warrants ”) issued to Hennessy Capital Partners II LLC (the “ HCAC Sponsor ”) in the private placement that occurred simultaneously with the consummation of Hennessy Capital’s initial public offering (including any shares of the Company’s common stock issued or issuable upon the exercise of such Placement Warrants), (iv) the shares of Series A Preferred Stock issued in the Preferred Financing (including any shares of the Company’s common stock issued or issuable upon conversion of such preferred shares), (v) the shares of our common stock issued to Backstop Commitment Investors as “Utilization Fee Shares” (as defined in the Backstop and Subscription Agreements), (vi) any outstanding shares of the Company’s common stock or any other equity security (including the shares of the Company’s common stock issued or issuable upon the exercise or exchange of any other equity security) of the Company held by a Restricted Stockholder as of the Closing Date, and (vii) any other equity security of the Company issued or issuable with respect to any such share of the Company’s common stock by way of a stock dividend or stock split or in connection with a combination of shares, distribution, recapitalization, merger, consolidation, reorganization or other similar event. In addition, the Company intends to register the shares issuable upon the exercise of the warrants issued in Hennessy Capital’s initial public offering in the Shelf Registration Statement. The Company is obligated to use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by United States Securities and Exchange Commission (the “ SEC ”) as promptly thereafter as practicable, but in any event not later than 120 days after the Closing Date if the Company receives comments to the Shelf Registration Statement from the SEC (“ SEC Comments ”) or 90 days after the Closing Date if the Company does not receive SEC Comments, and to use reasonable best efforts to maintain the Shelf Registration Statement continuously effective under the Securities Act of 1933, as amended (the “ Securities Act ”), subject to certain permitted blackout periods, until the earliest to occur of (a) 36 months after the effective date of the Shelf Registration Statement, (b) the date on which all the equity securities covered by the Shelf Registration Statement have been sold or distributed or (c) the date on which the equity securities covered by the Shelf Registration Statement first become eligible for sale pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder (such period, the “ Shelf Registration Effective Period ”). There are no penalties associated with delays in registering such securities under the Shelf Registration Statement.

 

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Certain Restricted Stockholders (consisting of our initial stockholders, the Preferred Financing Investors, the Backstop Commitment Investors, Don R. Daseke, The Walden Group, Joseph Kevin Jordan, The Joy and Kevin Jordan Revocable Trust, The Jordan Family Irrevocable Trust, Daseke Trucking Preferred, LP, Gekabi Capital Management, LP, VCA Daseke LP and Daniel Wirkkala) (each such person, a “ Demand Right Holder ”) will have the right, subject to certain conditions, to demand an underwritten offering of their equity securities. The Company is not obligated to effect more than (i) two underwritten offerings for Don R. Daseke and The Walden Group (taken together) or (ii) one underwritten offering for the other Demand Right Holders (acting individually), in each case less any demand registrations initiated by such person.

 

In addition, the Company is also not obligated to effect any underwritten offering demand unless the minimum aggregate offering price is at least $5.0 million.

 

Demand Rights . If (a) the Shelf Registration Statement is not declared effective by the SEC on or prior to the date that is 180 days after the Closing Date or (b) at any time during the Shelf Registration Effective Period, the Shelf Registration Statement is not available to the Restricted Stockholders (subject to certain specified exceptions), the Demand Right Holders will have the right, subject to certain conditions, to require the Company by written notice to prepare and file a registration statement registering the offer and sale of a certain number of registrable securities (which offering may, in certain cases, be in the form of an underwritten offering). The Company is not obligated to effect more than (i) two demand registrations for Don R. Daseke and The Walden Group (taken together) or (ii) more than one demand registration for the other Demand Right Holders (acting individually), in each case less any underwritten shelf offerings initiated by such person.

 

In addition, the Company is also not obligated to effect any demand registration in the form of an underwritten offering unless the minimum aggregate offering price is at least $5.0 million (if on Form S-3) or at least $25.0 million (if the Company is not eligible to use Form S-3 or any successor form or similar short-form registration).

 

Piggyback Rights . If (i)(a) the Shelf Registration Statement is not declared effective by the SEC on or prior to the date that is 180 days after the Closing Date or (b) at any time during the Shelf Registration Statement Effective Period, the Shelf Registration Statement is not available to the Restricted Stockholders (subject to certain specified exceptions), and (ii) the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities for its own account or for the account of stockholders of the Company (other than those public offerings pursuant to registration statements on forms that do not permit registration for resale by the Restricted Stockholders), then the Restricted Stockholders will have customary piggyback registration rights that allow them to include their registrable securities in any such registration statement. In addition, if the Company proposes to effect an underwritten offering for its own account or for the account of stockholders of the Company, then the Restricted Stockholders will have customary piggyback rights that allow them to include their equity securities in such underwritten offering, subject to proportional cutbacks based on the identity of the party initiating such offering.

 

Limitations; Expenses; Indemnification . These registration rights are subject to certain customary limitations, including the right of the underwriters to limit the number of securities to be included in an underwritten public offering and our right to delay or withdraw a registration statement under certain circumstances. The Company will generally be required to bear the registration expenses, other than underwriting discounts and commissions and transfer taxes, associated with any registration and sale of registrable securities held by the Restricted Stockholders. In addition, the Company will pay the reasonable fees and expenses of one legal counsel selected by the majority-in-interest of the Demand Right Holders initiating a demand registration. Under the New Registration Rights Agreement, the Company has agreed to indemnify the Restricted Stockholders against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell the Company’s equity securities, unless such liability arose from their misstatement or omission, and each of the Restricted Stockholders, severally and individually, has agreed to indemnify the Company against any losses or damages caused by such Restricted Stockholder’s misstatements or omissions in those documents.

 

9

 

A copy of the New Registration Rights Agreement is filed with this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference, and the foregoing description of the New Registration Rights Agreement is qualified in its entirety by reference thereto.

 

Lock-Up Agreements

 

At the Closing, each of the Company’s directors and executive officers and certain of its stockholders, including those that beneficially owned at least one percent of Daseke’s common stock immediately prior to the consummation of the Business Combination, each entered into a 180-day lock-up agreement (each, a “ lock-up agreement ”) (except for (i) Daseke Trucking Preferred, LP and Gekabi Capital Management, LP, for which such lock-up period is 120 days post-Closing and (ii) Don R. Daseke and The Walden Group, for which such lock-up period is three years post-Closing) with us with respect to the shares of our common stock received by such person pursuant to the Business Combination (the “ lock-up shares ”). Pursuant to the lock-up agreements, each party agreed that for its respective lock-up period, such party will not (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to any lock-up shares of such party, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any lock-up shares of such party, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b); provided, however, Don R. Daseke and The Walden Group may transfer up to 10% of his or its lock-up shares to charities or educational institutions to the extent such transfer does not involve a disposition for value and such transferee agrees to be bound by the terms and conditions of the lock-up agreement until the 180 th  day after such transferee receives such shares. Notwithstanding the foregoing, each party may sell or otherwise transfer any lock-up shares of such party to, among other persons, its equity holders or other affiliates or immediate family members, provided in each such case that the transferee thereof agrees to be bound by the restrictions set forth in the lock-up agreement applicable to such lock-up shares.

 

A copy of the form of the lock-up agreement is filed with this Current Report on Form 8-K as Exhibit 4.2 and is incorporated herein by reference, and the foregoing description of the lock-up agreements are qualified in its entirety by reference thereto.

 

Item 2.01               Completion of Acquisition or Disposition of Assets.

 

The disclosure set forth under “Introductory Note” above and in Item 2.01 “Completion of Acquisition or Disposition of Assets” in the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2017 is incorporated in this Item 2.01 by reference.

 

Prior to the Closing, Hennessy Capital was a shell company with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the Company became a holding company whose assets primarily consist of interests in its direct wholly-owned subsidiary, Daseke Companies, Inc. and the direct and indirect subsidiaries thereof. The following information is provided about the business of the Company following the consummation of the Business Combination, set forth below under the following captions:

 

·       Cautionary Note Regarding Forward-Looking Statements;

·       Business;

·       Risk Factors;

·       Selected Historical Consolidated Financial Information of Daseke;

·       Unaudited Pro Forma Condensed Combined Financial Information;

·       Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk;

·       Security Ownership of Certain Beneficial Owners and Management;

·       Directors and Executive Officers;

·       Executive Compensation;

 

10

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·                   Director Compensation;

·                   Certain Relationships and Related Party Transactions;

·                   Legal Proceedings;

·                   Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters;

·                   Recent Sales of Unregistered Securities;

·                   Description of the Company’s Securities;

·                   Indemnification of Directors and Officers;

·                   Financial Statements and Supplementary Data; and

·                   Changes in and Disagreements with Accountants and Financial Disclosure.

 

Cautionary Note Regarding Forward-Looking Statements

 

We make forward-looking statements in this Current Report on Form 8-K, including in the statements incorporated herein by reference. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business.  These forward-looking statements are often preceded by, followed by or include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “will” or similar expressions. Specifically, forward-looking statements may include statements relating to:

 

·                   the benefits of the Business Combination;

·                   the future financial performance of the Company following the Business Combination;

·                   changes in the market for the Company’s services; and

·                   expansion plans and opportunities, including future acquisitions or additional business combinations.

 

These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K (or, in the case of forward-looking statements incorporated herein by reference, as of the date of the applicable filed document), and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do 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. As a result of a number of known and unknown risks and uncertainties, our 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:

 

·                   the outcome of any legal proceedings that may be instituted against us following consummation of the Business Combination and the transactions contemplated thereby;

·                   the inability to maintain the listing of the Company’s common stock and warrants on The Nasdaq Capital Market following the Business Combination;

·                   the risk that the Business Combination disrupts current plans and operations as a result of the consummation of the transactions contemplated thereby;

·                   the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the Company’s ability to grow and manage growth profitably;

·                   the possibility that we may be adversely affected by other economic, business, and/or competitive factors;

·                   changes in applicable laws or regulations; and

·                   other risks and uncertainties indicated in the Proxy Statement, including those under “Risk Factors” on pages 63 through 99 of Hennessy Capital’s definitive proxy statement dated February 6, 2017 (the “ Proxy Statement ”).

 

Business

 

The business of the Company, including a description of its properties, is described in the Proxy Statement in the section entitled “Information About Daseke” beginning on page 229, which is incorporated by reference herein.  The business of Hennessy Capital is described in the Proxy Statement in the Section entitled “Information About Hennessy Capital” beginning on page 208, which incorporated by reference herein.

 

Risk Factors

 

The risk factors related to the Company’s business, operations and industry and ownership of our common stock are described in the Proxy Statement in the section entitled “Risk Factors” on pages 63 through 99, which descriptions are incorporated by reference herein.

 

Selected Historical Consolidated Financial Information of Daseke

 

The section entitled “Selected Historical and Pro Forma Consolidated Financial and Other Data of Daseke” beginning on page 51 of the Proxy Statement is incorporated by reference herein.

 

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Unaudited Pro Forma Condensed Combined Financial Information

 

The following unaudited pro forma condensed combined financial statements give effect to the Business Combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ ASC ”) Topic 805, Business Combinations (“ ASC 805 ”). The Business Combination will be accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, Hennessy Capital will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Daseke comprising the ongoing operations of the combined company, Daseke’s senior management comprising the senior management of the combined company, and Daseke stockholders having a majority of the voting power of the combined company. For accounting purposes, Daseke will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Daseke (i.e., a capital transaction involving the issuance of stock by Hennessy Capital for the stock of Daseke). Accordingly, the consolidated assets, liabilities and results of operations of Daseke will become the historical financial statements of the combined company, and Hennessy Capital’s assets, liabilities and results of operations will be consolidated with Daseke beginning on the acquisition date.

 

The historical consolidated financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Business Combination and the proposed related financing transactions, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the post-combination company. The unaudited pro forma condensed combined balance sheet is based on the historical unaudited consolidated balance sheet of Daseke, and the unaudited balance sheet of Hennessy Capital, as of September 30, 2016 and has been prepared to reflect the Business Combination and the proposed related financing transactions as if they occurred on September 30, 2016. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2016 combines the historical results of operations of Daseke and Hennessy Capital for the nine months ended September 30, 2016. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 combines the pro forma results of operations of Daseke to reflect the 2015 acquisitions of Bulldog and Hornady as though they were made at January 1, 2015 (as described in note 6 below), together with the historical results for Hennessy Capital for the period from April 29, 2015 (inception) to December 31, 2015, giving effect to the Business Combination and the proposed related financing transactions as if they occurred on January 1, 2015.

 

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2016 was derived from Daseke’s unaudited consolidated statement of operations for the nine months ended September 30, 2016 and Hennessy Capital’s unaudited consolidated statement of operations for the nine months ended September 30, 2016, each of which is included elsewhere in this Current Report on Form 8-K or in the Proxy Statement. Such unaudited interim financial information has been prepared on a basis consistent with the audited financial statements of Daseke and Hennessy Capital, respectively, and should be read in conjunction with the interim unaudited financial statements and audited financial statements and related notes, each of which is included elsewhere in this Current Report on Form 8-K or in the Proxy Statement. The unaudited pro forma condensed combined statement of operations information for the year ended December 31, 2015 was derived from Daseke’s audited consolidated statement of operations for the year ended December 31, 2015, after making pro forma adjustments to include the operations of the acquired Bulldog and Hornady businesses as though they were acquired on January 1, 2015 (see note 6 below) and Hennessy Capital’s audited statement of operations for the period April 29, 2015 (inception) to December 31, 2015 included elsewhere in this Current Report on Form 8-K or in the Proxy Statement.

 

On January 5, 2017, Hennessy Capital consummated a transaction in which it received a $5 million release fee in exchange for releasing a party from a non-circumvention agreement with Hennessy Capital that was associated with a planned business combination with a third party that was not consummated.  In connection with the receipt of this payment by Hennessy Capital, Hennessy Capital paid down approximately $6.6 million of liabilities accrued in connection with that business combination that did not close. The payment and settlement of these liabilities in January 2017 is not reflected in the unaudited pro forma condensed combined balance sheet because it is not related to the Business Combination.

 

12

 

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would actually have been obtained had the Business Combination and the proposed related financing transactions been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The combined company will incur additional costs after the Business Combination in order to satisfy its obligations as a fully reporting public company. In addition, we anticipate the adoption of various stock compensation plans or programs (including the Incentive Plan) that are typical for employees, officers and directors of public companies. No adjustment to the unaudited pro forma statement of operations has been made for these items as they are not directly related to the Business Combination and amounts are not yet known.

 

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes and the sections entitled “Daseke Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Hennessy Capital Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto of Daseke and Hennessy Capital, included elsewhere in this Current Report on Form 8-K or in the Proxy Statement.

 

The unaudited pro forma condensed combined financial statements have been prepared based on: (i) 11,616,990 shares of Hennessy Capital common stock redeemed at the Closing ($116.2 million) pursuant to Hennessy Capital’s pre-Business Combination certificate of incorporation of Hennessy Capital and (ii) $65.0 million of Series A Preferred Stock issued in connection with Preferred Financing at the Closing.

 

13

 

Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2016
(In thousands)

 

		Hennessy Capital Acquisition Corp. II			Daseke, and Subsidiaries			Pro Forma Adjustments			Footnote Reference		Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents		$	818		$	4,769		$	199,599		3a		$	16,000
								77			3a
								236,625			3a
								(315,643		)	3a
								(116,170		)	3b
								(36,168		)	3c
								(22,907		)	3d
								65,000			3e
Accounts receivable, net		—			70,429								70,429
Current portion of net investment in sales-type leases		—			3,904								3,904
Prepaid expenses and other assets		34			16,336								16,370
Total current assets		$	852		$	95,438		$	10,413				$	106,703
Cash and investments held in Trust Account		199,676			—			(199,599		)	3a		—
								(77		)	3a
Property and equipment, net		—			333,564								333,564
Other intangible assets, net		—			73,112								73,112
Goodwill		—			88,611								88,611
Other long term assets		—			18,130								18,130
TOTAL ASSETS		$	200,528		$	608,855		$	(189,263	)			$	620,120
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt		$	—		$	52,225		$	(52,225	)	3a		$	2,500
									2,500		3a
Accounts payable		58			8,199								8,257
Accrued compensation		—			9,344								9,344
Accrued expenses, taxes and insurance		6,157			18,664								24,821
Other current liabilities		—			9,073								9,073
Total current liabilities		$	6,215		$	97,505		$	(49,725	)			$	53,995
Long-term liabilities
Deferred underwriters’ fee		7,185			—			(7,185		)	3d		—
Long-term debt, net of current maturities		—			236,109			(195,537		)	3a		279,125
								4,428			3a
								234,125			3a
Long-term deferred tax liability and other		—			92,526								92,526
Subordinated debt		—			67,881			(67,881		)	3a		—
Common stock subject to possible redemption		182,128						(182,128		)	3d		—
Stockholders’ Equity
Preferred stock		—			1			65,000			3e		65,000
								(1		)	3e
Common stock		1			1			2			3c		4
								1			3d
								(1		)	3e
Additional paid-in-capital		12,467			117,807			266,651			3c		$	153,244
								(36,168		)	3c
								182,127			3d
								(7,468		)	3d
								(266,653		)	3c
								2			3e
								(116,170		)	3b
								649			3d
Accumulated deficit		(7,468		)	(2,860		)	(4,428		)	3a		(23,659		)
								(16,371		)	3d
								7,468			3e
Accumulated other comprehensive loss		—			(115		)						(115		)
Total stockholders’ equity		$	5,000		$	114,834		$	74,640				$	194,474
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	200,528		$	608,855		$	(189,263	)			$	620,120

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2016
(In thousands, except for per share information)

 

		Hennessy Capital Acquisition Corp. II			Daseke, Inc. and Subsidiaries			Pro Forma Adjustments for the Business Combination			Footnote Reference		Pro Forma Combined
Net revenue		$	—		$	501,386		$	—				$	501,386
Operating expenses:
Operations expenses		—			295,043								295,043
Purchased freight					120,501								120,501
Depreciation and amortization					50,515								50,515
Selling, general and administrative expenses		7,515			18,991			(6,925		)	4a		19,581
Total operating expenses		7,515			485,050			(6,925		)			485,640
Income from operations		(7,515		)	16,336			6,925					15,746
Other income (expense):
Interest and other income		317			306			(317		)	4b		306
Interest and financing costs		—			(17,521		)	(13,500		)	4c		(14,600		)
								16,421			4c
Total other income (expense)		317			(17,215		)	2,604					(14,294		)
Income (loss) before income taxes		(7,198		)	(879		)	9,529					1,452
Provision for income taxes					(607		)	(911		)	4c		(1,518		)
Net income (loss)		(7,198		)	(1,486		)	8,618					(66		)
Less: Dividends to preferred stockholders		—			(3,729		)	3,729			4d		—
Net (loss) income available to common stockholders		$	(7,198	)	$	(5,215	)	$	12,347				$	(66	)
Earnings (loss) per share available to common stockholders		$	(1.13	)									$	0.00
Weighted average shares outstanding — Basic and diluted		6,371,000						31,345,000			5a		37,716,000

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2015
(In thousands, except for per share information)

 

		Hennessy Capital Acquisition Corp. II			Daseke, Inc. and Subsidiaries Pro Forma for 2015 Acquisitions (a)			Pro Forma Adjustments for the Business Combination			Footnote Reference		Pro Forma Combined
Net revenue		$	—		$	721,226		$	—				$	721,226
Operating expenses:
Operations expenses		—			403,697								403,697
Purchased freight					188,161								188,161
Depreciation and amortization					68,070								68,070
Selling, general and administrative expenses		475			25,890			(55		)	4a		26,310
Total operating expenses		475			685,818			(55		)			686,238
Income from operations		(475		)	35,408			55					34,988
Other income (expense):
Interest and other income		205			653			(205		)	4b		653
Interest and financing costs		—			(21,112		)	(18,200		)	4c		(19,700		)
								19,612			4c
Total other income (expense)		205			(20,459		)	1,207					(19,047		)
Income (loss) before income taxes		(270		)	14,949			1,262					15,941
Provision for income taxes					(9,090		)	(422		)	4c		(9,512		)
Net income (loss)		(270		)	5,859			840					6,429
Less: Dividends to preferred stockholders		—			(4,838		)	4,838			4d		—
Net (loss) income available to common stockholders		$	(270	)	$	1,021		$	5,678				$	6,429
Earnings (loss) per share available to common stockholders		$	(0.05	)									$	0.17
Weighted average shares outstanding — Basic and diluted		5,652,000						32,064,000			5a		37,716,000

 

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(a)                  The 2015 pro forma consolidated financial statements of Daseke reflect the acquisitions of the Bulldog and Hornady businesses as though they were acquired as of January 1, 2015. See Note 6.

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

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