--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-24-040388" form_type: "8-K" ticker: null cik: "0001642453" company_name: "Daseke, Inc." filed_at: "2024-04-02T23:59:59+00:00" generated_at: "2026-06-04T03:34:40.461363+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Daseke completes $1.1B acquisition by TFI International; stockholders receive $8.30/share ## Summary - Closing on April 1, 2024; each share of common stock converted into $8.30 cash. - Total enterprise value approximately $1.1 billion, funded by TFI with cash and syndicated term loan. - Common stock delisted from Nasdaq; company intends to file Form 15 to suspend SEC reporting. - All directors and executive officers resigned effective at the merger close. - Outstanding debt under term loan facility and revolving credit repaid and all liens released. ## SEC filing metadata - accession: 0000950170-24-040388 - form_type: 8-K - cik: 0001642453 - company_name: Daseke, Inc. - filed_at: 2024-04-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1642453/000095017024040388/0000950170-24-040388-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1642453/000095017024040388/dske-20240401.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-24-040388 - JSON: https://secwatch.observer/filing/0000950170-24-040388.json - Plain text: https://secwatch.observer/filing/0000950170-24-040388.txt ## Key facts - Governance Changes Daseke, Inc.: Amended and restated the certificate of incorporation to be identical to the certificate of incorporation of Acquisition Sub, except for the name and indemnity provisions. - Change: charter amendment source text: the Company’s Second Amended and Restated Certificate of Incorporation, as amended and as in effect immediately prior to the Effective Time (the “Prior Charter”), was amended and restated in its entirety (the “New Charter”) to be identical to the certificate of incorporation of Acquisition Sub evidence_url: https://www.sec.gov/Archives/edgar/data/1642453/000095017024040388/0000950170-24-040388-index.htm - Governance Changes Daseke, Inc.: Amended and restated the bylaws to be identical to the bylaws of Acquisition Sub, except for the name and indemnity provisions. - Change: bylaw amendment source text: the Company’s Amended and Restated By-laws, as in effect immediately prior to the Effective Time (the “Prior Bylaws”), were amended and restated in their entirety (the “New Bylaws”) to be identical to the bylaws of Acquisition Sub evidence_url: https://www.sec.gov/Archives/edgar/data/1642453/000095017024040388/0000950170-24-040388-index.htm - M&A Transactions Daseke, Inc. underwent a change of control involving TFI International Inc. for the Merger Consideration in accordance with the Merger Agreement (closed 2024-04-01). - Action: change of control - Counterparty: TFI International Inc. - Consideration: the Merger Consideration in accordance with the Merger Agreement - Closing: 2024-04-01 source text: On April 1, 2024 (the “Closing Date”), pursuant to the terms of the Merger Agreement, Acquisition Sub merged with and into Daseke (the “Merger”), with Daseke surviving the Merger as an indirect, wholly owned subsidiary of Parent (the “Surviving Corporation”). evidence_url: https://www.sec.gov/Archives/edgar/data/1642453/000095017024040388/0000950170-24-040388-index.htm - Material Agreements Daseke, Inc. terminated Term Loan Agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. - Action: termination - Agreement: credit facility - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent and collateral agent source text: borrowings outstanding under the following agreements were repaid in full and all obligations and guarantees thereunder were discharged and all liens granted in connection therewith were released: (i) the Term Loan Agreement, dated as of February 27, 2017 and as amended, restated, supplemented or otherwise modified from time to time prior to the Closing Date, by and among the Company, as a guarantor, Daseke Companies, Inc. (a wholly owned subsidiary of the Company), as the borrower, the Company subsidiaries from to time to time party thereto as guarantors, the financial institutions from time to time party thereto as lenders and JPMorgan Chase Bank, N.A. (as successor to Credit Suisse AG, Cayman Islands Branch), as administrative agent and collateral agent evidence_url: https://www.sec.gov/Archives/edgar/data/1642453/000095017024040388/0000950170-24-040388-index.htm - Material Agreements Daseke, Inc. terminated Fifth Amended and Restated Revolving Credit and Security Agreement with PNC Bank, National Association, as agent. - Action: termination - Agreement: credit facility - Counterparty: PNC Bank, National Association, as agent source text: (ii) the Fifth Amended and Restated Revolving Credit and Security Agreement, dated February 27, 2017 and as amended, restated, supplemented or otherwise modified from time to time prior to the Closing Date, by and among the Company, as the guarantor, Daseke Companies, Inc. and certain of its subsidiaries from time to time party thereto, as borrowers, the financial institutions from time to time party thereto as lenders, and PNC Bank, National Association, as agent for such lenders evidence_url: https://www.sec.gov/Archives/edgar/data/1642453/000095017024040388/0000950170-24-040388-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.