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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

 

April 29, 2021

Date of Report (Date of earliest event reported)

 

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 550

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)

 

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   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   DSKE   The NASDAQ Capital Market
         
Warrants, each exercisable for one half of a share of Common Stock at an exercise price of $5.75 per half share   DSKEW   The NASDAQ Capital Market

 

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   ¨

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On April 29, 2021, Daseke, Inc. (the “Company”), Daseke Companies, Inc., a wholly-owned subsidiary of the Company, and the Company’s other domestic subsidiaries party thereto (together with Daseke Companies, Inc., the “Borrowers”) entered into the Fifth Amendment to Fifth Amended and Restated Revolving Credit and Security Agreement (the “Amendment”) with the financial institutions party thereto as lenders (the “Lenders”) and PNC Bank, National Association, as agent for the Lenders (the “Agent”), which amends certain terms of the Fifth Amended and Restated Revolving Credit and Security Agreement, dated as of February 27, 2017, among the Company, the Borrowers, the Agent and the Lenders (as amended, supplemented or otherwise modified, the “Credit Agreement”). Capitalized terms used, but not otherwise defined, in this Current Report on Form 8-K have the meanings given to them in Exhibit A to the Amendment.

 

Principally, the Amendment extended the scheduled maturity date of the revolving credit facility provided by the Credit Agreement from February 27, 2025 to April 29, 2026. The Amendment also, among other things, (a) increased the Maximum Revolving Advance Amount from $100 million to $150 million, (b) provides that the Maximum Revolving Advance Amount may be increased further from $150 million to $200 million (for the avoidance of doubt, the Amendment did not result in such an increase), (c) removed the Borrowers’ total leverage financial covenant, which had been tested on a quarterly basis, and (d) provided additional covenant flexibility in the form of increased debt, lien, investment, disposition and restricted payment baskets.

 

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1* Fifth Amendment to Fifth Amended and Restated Revolving Credit and Security Agreement, dated April 29, 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 and PNC Bank, National Association, as agent for the lenders.

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

________

 

* 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.

 

 

 

 

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.

 

  DASEKE, INC.
     
Date: April 30, 2021 By: /s/ Soumit Roy
  Name: Soumit Roy
  Title: Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary

 

 

 

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