HOUSTON and ADDISON, Texas, Dec.
22, 2016 /PRNewswire/ -- Hennessy Capital Acquisition
Corp. II (NASDAQ: HCAC, HCACU, HCACW) ("HCAC") and Daseke, Inc.
("Daseke") today announced they have entered into a definitive
merger agreement. This proposed transaction will allow Daseke to
become a Nasdaq-listed public company.
Daseke is a leading consolidator of the open deck freight market
in North America. Since being
founded in 2009, Daseke has grown revenue both organically and
through mergers from $30 million to $679
million in 2015, representing a compound annual growth rate
of 68%. Daseke's family of companies has become what it believes to
be the largest owner of open deck equipment and the second largest
open deck transportation and logistics solutions company in
North America. Being a public
company will allow Daseke to 1) add more outstanding companies to
the Daseke family, building what it believes to be the premier
open-deck trucking company in North
America, 2) provide stock ownership plans for all employees
and 3) support organic growth and to ensure one of the most modern,
efficient and safest fleets in the industry.
"HCAC is extremely pleased to partner with Daseke's management
team to oversee the continued growth of the company through access
to the capital markets," said Daniel J.
Hennessy, Chairman and CEO of HCAC. "Daseke is an ideal
target for our investment vehicle, which is focused exclusively on
best-in-class, industrial growth companies. We believe our
business combination with the Daseke Team of Teams will benefit all
shareholders and enable the company to accelerate its consolidation
of the open deck freight sector."
Daseke will continue to be led by current Chairman, President
and CEO Don Daseke, who stated, "We
are excited to have HCAC join our Daseke family as we become a
Nasdaq-listed public company. HCAC shares our philosophy of
investing in people. We believe this formidable combination will
enable us to continue to add more outstanding open deck companies
to the Daseke family. We are the largest owner and operator focused
on this very fragmented, $133 billion
a year, open deck transportation market, of which we believe we
have less than 1% of the market share. We believe Daseke has the
most experienced management team in the open deck and specialized
transportation industry, and we are excited for what we see as an
amazing opportunity to continue our growth through working daily to
achieve operational excellence and by adding quality carriers to
our family."
Transaction Details
HCAC will acquire all of the outstanding capital stock of Daseke
in an all-stock merger transaction. The proposed transaction
will introduce Daseke as a publicly traded company, with an
anticipated initial enterprise value of approximately $702 million. In connection with the merger, HCAC
will change its name to Daseke, Inc. and apply to continue to list
its common stock and warrants on the NASDAQ Capital Market under
the ticker symbols "DSKE" and "DSKEW," respectively.
Under the terms of the merger agreement, the aggregate
consideration payable upon closing will be $626 million, consisting entirely of newly issued
shares of HCAC common stock at a value of $10.00 per share, subject to certain adjustments
for Daseke's cash, indebtedness, unpaid income taxes and unpaid
transaction expenses and the repurchase of shares held by certain
existing Daseke stockholders. The merger agreement also
contains an earn-out provision through which HCAC may issue up to
15 million additional shares of HCAC common stock to existing
Daseke stockholders for the achievement of specified Adjusted
EBITDA targets and share price thresholds for the fiscal years
ending December 31, 2017, 2018 and
2019.
HCAC has secured all the required financing to complete the
proposed transaction and related refinancing, including fully
committed debt and equity financings as follows:
- $350.0 million in new term loan
credit facilities committed by Credit Suisse and UBS Investment
Bank;
- $70.0 million in new asset-based
revolving (ABL) credit facility committed by PNC Bank, National
Association;
- $65.0 million of HCAC convertible
preferred stock committed to be sold in a private placement with
certain investors; and
- $35.0 million of HCAC common
stock backstop commitments from certain investors to purchase (to
the extent requested by HCAC) up to $35.0
million of shares of HCAC common stock, through open market
or privately negotiated transactions, in order to backstop
potential redemptions by HCAC's public stockholders.
Additional information about the proposed transaction and
related financing transactions will be described in HCAC's
preliminary proxy statement relating to the merger, which HCAC will
file with the U.S. Securities and Exchange Commission (the
"SEC").
Upon completion of the proposed transaction, HCAC Chairman and
CEO Daniel J. Hennessy and
President, COO and director Kevin
Charlton will join the Daseke board of directors, which will
consist of seven members, including Daseke Chairman and CEO
Don Daseke and Executive Vice
President and CFO Scott Wheeler, as
well as three additional independent directors who serve on the
Daseke board.
The proposed transaction is subject to customary closing
conditions, including regulatory and stockholder approvals and the
receipt of proceeds from the proposed debt and equity financing
activities, and is expected to close promptly following HCAC's
special meeting of stockholders to approve the proposed
transaction. Upon consummation of the proposed transaction, it is
anticipated that Daseke management will own approximately 50% of
the combined company common stock (assuming redemptions of
approximately 67%). The parties expect the merger will be
completed in the first quarter of 2017.
HCAC 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.
The description of the proposed transaction is only a summary
and is qualified in its entirety by reference to the merger
agreement, a copy of which will be filed by HCAC with the SEC as an
exhibit to a Current Report on Form 8‐K.
Conference Call
Tomorrow, December 23, 2016 at
7:30 a.m. Central time, the
management of HCAC and Daseke will host an investor conference call
to discuss the proposed transaction. Interested investors may
participate in the call by dialing (844) 358-9181 and refer to
audience passcode 44991725. In addition, a webcast of the
conference call can be accessed through the company's website,
www.hennessycapllc.com. There will not be a
question-and-answer session on this call.
A telephonic replay of the conference call will be available
through February 28, 2017 at
9:00 a.m. Eastern Time. To access the
replay, please dial (855) 859-2056 and reference audience passcode
44991725. Interested parties may also access the archived webcast
of the conference call through the company's website approximately
two hours after the end of the call.
About Hennessy Capital Acquisition Corp. II
Hennessy Capital Acquisition Corp. II is a blank check company
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.
Additional Information About The Transaction And Where To Find
It
The proposed transaction will be submitted to stockholders of HCAC
for their consideration. HCAC intends to file with the SEC
preliminary and definitive proxy statements in connection with the
proposed transaction and other matters and will mail a definitive
proxy statement and other relevant documents to its stockholders as
of the record date established for voting on the proposed
transaction. HCAC's stockholders and other interested persons are
advised to read, once available, the preliminary proxy statement
and any amendments thereto and, once available, the definitive
proxy statement, in connection with HCAC's solicitation of proxies
for its special meeting of stockholders to be held to approve,
among other things, the proposed transaction, because these
documents will contain important information about HCAC, Daseke and
the proposed transaction. Stockholders may also obtain a copy of
the preliminary or definitive proxy statement, once available, as
well as other documents filed with the SEC by HCAC, without charge,
at the SEC's website located at www.sec.gov or by directing a
request to Nicholas A. Petruska,
Executive Vice President, Chief Financial Officer and Secretary,
700 Louisiana Street, Suite 900, Houston,
Texas, 77002, or by telephone at (713) 300-8242.
Participants in the Solicitation
HCAC and its directors and executive officers and other persons may
be deemed to be participants in the solicitations of proxies from
HCAC's stockholders in respect of the proposed transaction.
Information regarding HCAC's directors and executive officers is
available under the heading "Directors, Executive Officers and
Corporate Governance" in HCAC's definitive proxy statement for its
2016 annual meeting of stockholders dated November 22, 2016 filed by HCAC with the SEC on
November 22, 2016. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
contained in the proxy statement related to the proposed
transaction when it becomes available, and which can be obtained
free of charge from the sources indicated above.
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 proposed
transaction, the future financial performance of HCAC following the
proposed transaction, 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. You should not place undue reliance 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 occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement between Daseke and HCAC; (2)
the outcome of any legal proceedings that may be instituted against
Daseke or HCAC following announcement of the proposed transaction
and related transactions; (3) the inability to complete the
transactions contemplated by the merger agreement between HCAC and
Daseke due to the failure to obtain approval of the stockholders of
HCAC, consummate the anticipated debt financing or satisfy other
conditions to the closing of the proposed transaction; (4) the
ability to obtain or maintain the listing of HCAC's common stock on
the Nasdaq Capital Market following the proposed transaction; (5)
the risk that the proposed transaction disrupts the parties'
current plans and operations as a result of the announcement and
consummation of the transactions described herein; (6) the ability
to recognize the anticipated benefits of the proposed transaction,
which may be affected by, among other things, competition and the
ability of the combined business to grow and manage growth
profitably; (7) costs related to the proposed transaction; (8)
changes in applicable laws or regulations; (9) the possibility that
Daseke or HCAC may be adversely affected by other economic,
business, and/or competitive factors; and (10) other risks and
uncertainties indicated from time to time in the proxy statement to
be filed by HCAC in connection with the proposed transaction,
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.
No Offer or Solicitation
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No portion of HCAC's or
Daseke's websites is incorporated by reference into or otherwise
deemed to be a part of this news release.
Contact:
Geralyn DeBusk
Halliburton Investor Relations & Communications
972-458-8000
Daseke@HalliburtonIR.com
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SOURCE Hennessy Capital