HUB GROUP, INC. (NASDAQ:HUBG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Purchase Agreement
On August 31, 2018, Hub Group, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with Mode Transportation, LLC (“Mode”), a direct wholly-owned subsidiary of the Company, and Mode Purchaser, Inc. (“Purchaser”) to which the Company sold all of the issued and outstanding equity interests of Mode to Purchaser (the “Disposition”). Mode’s temperature protected services division (“Temstar”) was not included in the Disposition and was retained by the Company. Purchaser is a newly formed company affiliated with York Capital Management.
Total consideration for the transaction is approximately $238.5 million in cash, subject to customary purchase price adjustments. In connection with the Disposition, the Company and Mode have entered into a transition services agreement to which both the Company and Mode will provide certain transition services to the other party for a period of time following the closing.
The Purchase Agreement includes representations, warranties, covenants, agreements and indemnification provisions as well as various provisions for purchase price and post-closing adjustments customary for transactions of this type. The representations and warranties in the Purchase Agreement are the product of negotiations between the parties to the Purchase Agreement and are made to, and solely for the benefit of, the party to whom such representations and warranties are made, in each case as of specified dates. Such representations and warranties have been made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, and may not be relied upon by any other person.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
| Item 1.01. | Completion of Acquisition or Disposition of Assets |
Purchase Agreement
On August 31, 2018, the Company completed the Disposition described in Item 1.01 of this Current Report on Form 8-K.
The Company has attached as Exhibit 99.1 to this Current Report on Form 8-Kunaudited pro forma consolidated financial information to illustrate the pro forma effects of this Disposition and retention of the Temstar business.
| Item 1.01. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the Disposition described in Item 1.01 of this Current Report on Form 8-K, James J. Damman resigned as Executive Vice President of the Company.
| Item 1.01. | Financial Statements and Exhibits. |
(b) Pro forma financial information. The unaudited pro forma consolidated financial information of the Company giving effect to the Disposition and the retention of the Temstar business is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits.
* Schedules to the agreement have been omitted to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules to the Securities and Exchange Commission upon request.
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:September 6, 2018 | /s/ Terri A. Pizzuto |
| By: Terri A. Pizzuto | |
| Title: Executive Vice President, Chief Financial Officer | |
| and Treasurer |
EXHIBIT INDEX
| 99.1 | Unaudited pro forma consolidated financial information. |
* Schedules to the agreement have been omitted Hub Group, Inc. ExhibitEX-2.1 2 exh_21.htm EXHIBIT 2.1 Exhibit 2.1 PURCHASE AGREEMENT by and among Hub Group,…To view the full exhibit click here
About HUB GROUP, INC. (NASDAQ:HUBG)
Hub Group, Inc. is an asset-light freight transportation management company. The Company offers intermodal, truck brokerage and logistics services. The Company operates through two business segments: Mode and Hub. The Mode segment markets and operates its freight transportation services, consisting of intermodal, truck brokerage and logistics, primarily through agents who enter into contractual arrangements with Mode LLC. The Hub segment provides intermodal, truck brokerage and logistics services through a network of operating centers throughout the United States, Canada and Mexico. The Company is an intermodal marketing company (IMC) in the United States and a full service transportation provider, offering intermodal, truck brokerage and logistics services. It operates through a network of operating centers and independent business owners. The Company also provides drayage services with its own drayage operations, which it operates through its subsidiary Hub Group Trucking.
