HUB GROUP, INC. (NASDAQ:HUBG) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Purchase Agreement
On May 25, 2017, Hub Group Trucking, Inc. (HGT), a wholly owned
subsidiary of Hub Group, Inc. (the Company), entered into a
Purchase Agreement (the Agreement) with Estenson Logistics, LLC
(Estenson) to which HGT will acquire the business and
substantially all of the assets of Estenson. Estenson is one of
the largest dedicated contract carriers in North America with
over 1,200 power units and over 5,000 trailers at approximately
120 customer locations.
Total consideration for the transaction is expected to be
approximately $306 million, subject to customary closing and
post-closing adjustments (including with respect to working
capital and certain capital expenditures made by Estenson in 2017
prior to the closing), including an earnout of up to $6 million
in cash subject to Estensons performance results in the two years
following the closing. The transaction is expected to close on or
about July 1, 2017, subject to customary closing conditions and
required approvals, including expiration or early termination of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act. The transaction will be financed with a
combination of available cash, an assumption of Estensons secured
equipment notes and borrowings under a new $350 million unsecured
credit facility of the Company that will become effective as of
the closing date. The Agreement includes representations,
warranties, covenants and agreements customary for transactions
of this type.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Agreement, a copy of which is attached as
exhibit 10.1 to this Form 8-K.
| Item7.01. | Regulation FD Disclosure. |
On May 25, 2017, the Company issued a press release announcing it
is entering into the Agreement with Estenson. A copy of the press
release is included as Exhibit 99.1 to this Form 8-K.
The information in this Item7.01, including Exhibit 99.1 hereto,
is being furnished and shall not be deemed to be filed for the
purposes of Section18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of such section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
| Item9.01. | Financial Statements and Exhibits. |
(d) A list of exhibits filed herewith is contained on the Exhibit
Index which immediately precedes such exhibits and is
incorporated herein by reference.
|
Exhibit No. |
Description |
|
| 10.1 |
Purchase Agreement, dated as of May 25, 2017, by and among Hub Group Trucking, Inc., Estenson Logistics, LLC, a Nevada limited liability company, Estenson Logistics LLC, a Delaware limited liability company, Timothy J. Estenson, an individual, Timothy J. Estenson and Traci M. Estenson, Trustees of the Timothy J. Estenson and Traci M. Estenson Trust, dated February 23, 2003, Paul A. Truman, The Paul A. And Kristen Truman Living Trust 2009, dated August 6, 2009, and solely for purposes of the certain sections identified therein, Truline Corporation, a Nevada corporation. |
|
| 99.1 | Hub Group, Inc. Press Release dated May 25, 2017. | |
[ page to follow]
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:May 25, 2017 | /s/ Terri A. Pizzuto | |
| By: | Terri A. Pizzuto | |
| Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
|
EXHIBIT INDEX
| Exhibit No. | |||
| 10.1 |
Purchase Agreement, dated as of May 25, 2017, by and among Hub Group Trucking, Inc., Estenson Logistics, LLC, a Nevada limited liability company, Estenson Logistics LLC, a Delaware limited liability company, Timothy J. Estenson, an individual, Timothy J. Estenson and Traci M. Estenson, Trustees of the Timothy J. Estenson and Traci M. Estenson Trust, dated February 23, 2003, Paul A. Truman, The Paul A. And Kristen Truman Living Trust 2009, dated August 6, 2009, and solely for purposes the certain sections identified therein, Truline Corporation, a Nevada corporation.* |
| 99.1 | Hub Group, Inc. Press Release dated May 25, 2017. |
*Schedules and exhibits have been omitted to Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule or exhibit will be
furnished supplementally to the Securities and Exchange
Commission upon request; provided, however that the Company may
request confidential treatment
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. HUB GROUP, INC. (NASDAQ:HUBG) Recent Trading Information
HUB GROUP, INC. (NASDAQ:HUBG) closed its last trading session down -0.05 at 34.10 with 244,777 shares trading hands.
