Current Report Filing (8-k)
March 10 2021 - 8:01AM
Edgar (US Regulatory)
0001642453
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0001642453
2021-03-09
2021-03-09
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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
March 9, 2021
Date
of Report (Date of earliest event reported)
DASEKE, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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001-37509
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47-3913221
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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15455 Dallas Parkway, Suite 550
Addison, Texas
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75001
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s
Telephone Number, Including Area Code: (972) 248-0412
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 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)
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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DSKE
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The NASDAQ Capital Market
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Indicate by check mark whether the
registrant is an emerging growth company 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 ¨
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On March 9, 2021,
Daseke, Inc. (the “Company”), Daseke Companies, Inc., a wholly-owned subsidiary of the Company (the
“Borrower”), and the Company’s other domestic subsidiaries party thereto entered into the Refinancing
Amendment (Amendment No. 3 to Term Loan Agreement), dated as of March 9, 2021 (“Amendment No. 3”), with the
financial institutions party thereto as lenders, Credit Suisse AG, Cayman Islands Branch, as predecessor administrative agent
and collateral agent (the “Predecessor Agent”), and JPMorgan Chase Bank, N.A., as successor administrative agent
and collateral agent. Amendment No. 3 amended certain terms of the Term Loan Agreement, dated as of February 27, 2017 (as
amended, supplemented or otherwise modified from time to time prior to Amendment No. 3, the “Term Loan Agreement”), among the Company,
the Borrower, the lenders from time to time party thereto and the Predecessor Agent.
Pursuant to Amendment
No. 3, the Company prepaid, refinanced and replaced all of the issued and outstanding term loans, which had an aggregate principal
amount of $484 million (the “Prior Term Loans”), under the Term Loan Agreement with $84 million in cash on hand and
new replacement terms loans in an aggregate principal amount of $400 million (the “Replacement Term Loans”). The Replacement
Term Loans have a scheduled maturity date of March 9, 2028 and an interest rate of LIBOR plus 4.00 percent (with a 0.75 percent
LIBOR floor). The Prior Term Loans had a maturity date of February 27, 2024 and an interest rate of LIBOR plus 5.00 percent (with
a 1.00 percent LIBOR floor). In addition, Amendment No. 3, among other things, (a) removed the Borrower’s total leverage
financial covenant, which had been tested on a quarterly basis, (b) provided additional covenant flexibility in the form of increased
debt, lien, investment, disposition and restricted payment baskets, and (c) replaced the Predecessor Agent with JPMorgan Chase
Bank, N.A. as the successor administrative agent and collateral agent.
The foregoing description
of Amendment No. 3 is not complete and is qualified in its entirety by reference to Amendment No. 3, a copy of which is filed herewith
as Exhibit 10.1 and is incorporated herein by reference.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
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The information set
forth under Item 1.01 above is incorporated by reference into this Item 2.03.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
10.1*
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Refinancing Amendment (Amendment No. 3 to Term Loan Agreement), dated as of March 9, 2021, by and among the registrant, Daseke Companies, Inc. and each of the registrant’s other subsidiaries party thereto, the financial institutions party thereto as lenders, Credit Suisse AG, Cayman Islands Branch, as predecessor administrative agent and collateral agent, and JPMorgan Chase Bank, N.A., as successor administrative agent and collateral agent.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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*
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Certain schedules and similar attachments have been omitted. The Company agrees to furnish a supplemental
copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request.
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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.
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DASEKE, INC.
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Date: March 10, 2021
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By:
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/s/ Soumit Roy
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Name:
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Soumit Roy
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Title:
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Chief Legal Officer, General Counsel and Corporate
Secretary
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