DEFM14A 1 defm14a_hennessy.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549

_______________

SCHEDULE 14A

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HENNESSY CAPITAL ACQUISITION CORP. II
(Name of Registrant as Specified in Its Charter)

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HENNESSY CAPITAL ACQUISITION CORP. II
700 Louisiana Street, Suite 900
Houston, Texas 77002

Dear Hennessy Capital Acquisition Corp. II Stockholders:

You are cordially invited to attend the special meeting of stockholders of Hennessy Capital Acquisition Corp. II, which we refer to as “we,” “us,” “our,” “Hennessy Capital” or the “Company,” on Monday, February 27, 2017, at 9:00 a.m., Eastern time, at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019. This proxy statement is dated February 6, 2017, and is first being mailed to stockholders of the Company on or about February 7, 2017.

At the special meeting, our stockholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve an agreement and plan of merger, dated as of December 22, 2016 (the “Merger Agreement”), providing for the acquisition by us of all of the outstanding capital stock of Daseke, Inc. through a merger of a wholly owned subsidiary of the Company with and into Daseke, Inc., with Daseke, Inc. surviving such merger as a direct wholly owned subsidiary of the Company. We refer to Daseke, Inc. and its consolidated subsidiaries hereafter collectively as “Daseke,” and we refer to such merger and the other transactions contemplated by the Merger Agreement collectively hereafter as the “Business Combination.”

Pursuant to the Merger Agreement, the aggregate merger consideration payable upon the closing of the Business Combination (the “Closing Merger Consideration”) is comprised of an aggregate number of newly issued shares of Hennessy Capital common stock equal to the sum of (i) (a) $626 million, plus (b) the positive amount of Daseke cash, minus (c) the aggregate amount of Daseke indebtedness, unpaid income taxes, certain transaction fees and expenses and the Main Street and Prudential Consideration (as defined in the accompanying proxy statement), in each case as of the end of the day immediately preceding the closing date, divided by (d) $10.00, plus (ii) the number of shares forfeited by our Sponsor in the Sponsor Share Forfeiture (as defined and further discussed below). Pursuant to the Main Street and Prudential Agreement (as defined in the accompanying proxy statement), we are required to repurchase Daseke shares held by Main Street and Prudential (as each is defined in the accompanying proxy statement) immediately prior to closing for a mix of cash and stock consideration (and, in certain cases, for all-cash consideration). All other Daseke stockholders will receive all-stock consideration upon closing of the Business Combination consisting of newly issued shares of Hennessy Capital common stock (at a value of $10.00 per share) with an aggregate value equal to the Closing Merger Consideration. In total, based on Daseke’s capitalization as of September 30, 2016, and assuming (for illustrative purposes) redemptions of approximately 33% of our outstanding public shares, we estimate that, upon closing of the Business Combination, we will (1) pay $35.0 million in aggregate cash consideration (or approximately $1,395 per Daseke share) to repurchase Main Street’s and Prudential’s Daseke shares pursuant to the Main Street and Prudential Agreement and (2) issue an aggregate of 25.7 million shares of Hennessy Capital common stock (including up to 2.3 million shares as a result of the Sponsor Share Forfeiture (as defined and further described below)), to all other Daseke stockholders as Closing Merger Consideration pursuant to the Merger Agreement.

In addition, the Merger Agreement contains an earn-out provision pursuant to which we may potentially issue up to 15 million additional shares of our common stock to Daseke stockholders for the achievement of specified share price thresholds and annualized Adjusted EBITDA (giving effect to acquisitions and as defined in the Merger Agreement) targets for the fiscal years ending December 31, 2017, 2018 and 2019 (the “Earn-Out Consideration,” and together with the Closing Merger Consideration, the “Total Merger Consideration”).The Total Merger Consideration is payable entirely in newly issued shares of Hennessy Capital common stock.

 

In order to facilitate the Business Combination, our sponsor, Hennessy Capital Partners II LLC (our “Sponsor”), has agreed to the forfeiture of more than half of its founder shares for the benefit of Daseke stockholders and, to a lesser extent, for the benefit of investors in the Backstop Commitment (as defined in the accompanying proxy statement and described further below). Prior to the closing of the Business Combination, the Sponsor will forfeit to the Company that number of Sponsor’s founder shares equal to (a) 2,274,988 less (b) 50% of the “Utilization Fee Shares” (if any, and as defined and described further in the accompanying proxy statement), and the Company will issue an equivalent number of newly issued shares of Hennessy Capital common stock to Daseke stockholders as part of the Closing Merger Consideration. We refer to this founder share forfeiture by the Sponsor and issuance by the Company of an equivalent number of new shares to Daseke stockholders in the Business Combination as the “Sponsor Share Forfeiture.” In addition, assuming the Backstop Commitment is utilized, the Sponsor will forfeit to the Company up to an additional 391,892 founder shares (which shares will be prorated to the extent less than the full $35.0 million commitment is utilized by the Company), and the Company will issue an equivalent number of newly issued shares of Hennessy Capital common stock as “Utilization Fee Shares” to the Backstop Commitment investors. Additionally, the Sponsor anticipates forfeiting an additional 270,000 founder shares prior to closing in connection with the payment of deferred underwriting discounts and fees to the Investment Banks (as defined in the accompanying proxy statement) incurred in connection with Hennessy Capital’s IPO (as discussed further in the accompanying proxy statement).

In order to ensure sufficient funds (after redemptions) to refinance certain existing Daseke indebtedness, pay transaction fees and expenses and use for general corporate purposes, we have entered into an agreement for the expected sale of $65.0 million of our preferred stock in a private placement (the “Preferred Financing”) and debt commitment letters for an expected $350.0 million debt financing (the “Debt Financing”). In addition, we have received commitments from investors in the Backstop Commitment (as defined in the accompanying proxy statement) to purchase up to $35.0 million in shares of our common stock (as and to the extent requested by us) through one or more of (i) open market or privately negotiated transactions with third parties (including forward contracts), (ii) a private placement to occur concurrently with the consummation of the Business Combination at a purchase price of $10.00 per share, or (iii) a combination thereof, in order to help ensure that we receive sufficient funds from our trust account after redemptions to (among other things) fund the payment of the Main Street and Prudential Consideration. We have agreed to use any cash remaining in our trust account following redemptions to increase the cash portion of the aggregate consideration payable to Main Street and Prudential until all of the shares of Daseke common stock held by Main Street and Prudential have been repurchased for cash. For additional information regarding sources and uses for funding the Total Merger Consideration, see “The Business Combination Proposal — Sources and Uses for the Business Combination”.

Our stockholders will also be asked to consider and vote upon the following proposals:

(a)     to approve and adopt separate proposals for amendments to the Company’s amended and restated certificate of incorporation (the “existing charter”) to (i) increase the Company’s authorized common stock and preferred stock, which we refer to as “Proposal 2”, (ii) provide for the classification of our board of directors into three classes of directors with staggered three-year terms of office and to make certain related changes, which we refer to as “Proposal 3,” and (iii) designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions and provide for certain additional changes, including changing the Company’s name from “Hennessy Capital Acquisition Corp. II” to “Daseke, Inc.”, making the Company’s corporate existence perpetual and providing for severability if any clause shall be held invalid, illegal or unenforceable, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company, which we refer to as “Proposal 4” (each of Proposals 2, 3 and 4, a “Charter Proposal” and collectively, the “Charter Proposals”), all as reflected in the proposed second amended and restated certificate of incorporation of the Company (the “proposed charter”) attached to the accompanying proxy statement as Annex C;

 

(b)      to elect three directors to serve as Class I directors on our board of directors until the 2019 annual meeting of stockholders and until their respective successors are duly elected and qualified, which we refer to as the “Director Election Proposal,”

(c)      to approve and adopt the Daseke, Inc. 2017 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex D, which we refer to as the “Incentive Plan Proposal,”

(d)      to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock, which Nasdaq may deem to be a change of control, pursuant to the Preferred Financing and any private placement pursuant to the Backstop Commitment, which we refer to as the “Nasdaq Proposal,” and

(e)      to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal, Proposal 2, the Director Election Proposal or the Nasdaq Proposal.

Each of these proposals is more fully described in the accompanying proxy statement, which each stockholder is encouraged to review carefully.

Our common stock, units and warrants are currently listed on The Nasdaq Capital Market under the symbols “HCAC,” “HCACU” and “HCACW,” respectively. We will apply to continue the listing of our common stock and warrants on The Nasdaq Capital Market under the new symbols “DSKE” and “DSKEW”, respectively, upon the closing of the Business Combination. At the closing, our units will separate into their component shares of Hennessy Capital common stock, par value $0.0001 per share (“Hennessy Capital common stock”), and warrants to purchase one-half of one share of Hennessy Capital common stock, and cease separate trading.

Pursuant to the existing charter, we are providing our public stockholders with the opportunity to redeem, upon the closing of the transactions contemplated by the Merger Agreement, shares of Hennessy Capital common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the consummation of the transactions contemplated by the Merger Agreement) in the trust account that holds the proceeds (less taxes payable or amounts released to us for working capital) of our initial public offering that closed on July 28, 2015 and on August 4, 2015 (with respect to the partial exercise of the underwriters’ over-allotment option) (the “IPO”). For illustrative purposes, based on funds in the trust account of approximately $199.7 million on September 30, 2016 (approximately $0.1 million of which was withdrawn in October 2016 for taxes and working capital purposes), the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, of 20% or more of the outstanding public shares. Holders of our outstanding public warrants and units do not have redemption rights in connection with the Business Combination. Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. The holders of founder shares have agreed to waive their redemption rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date hereof and prior to the Sponsor Share Forfeiture and, assuming the Backstop Commitment is utilized, prior to Sponsor’s forfeiture to the Company of up to an additional 391,892 founder shares (which shares will be prorated to the extent less than the full $35.0 million commitment is utilized by the Company), and prior to Sponsor’s forfeiture to the Company of an additional 270,000 founder shares in connection with the payment of deferred underwriting discounts and fees to the Investment Banks (as defined in

 

the accompanying proxy statement), our Sponsor, certain of its affiliates and our independent directors own approximately 20% of our issued and outstanding shares of common stock, including all of the founder shares. Our Sponsor and other founders have agreed to retain their founder shares for all periods relevant to our stockholder vote on the Business Combination Proposal and to vote any shares of Hennessy Capital common stock owned by them in favor of the proposals described in the accompanying proxy statement through their execution of a Voting and Support Agreement with Daseke, a copy of which is attached as Annex E to the accompanying proxy statement.

We are providing this proxy statement and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Whether or not you plan to attend the special meeting, we urge you to read this proxy statement carefully. Please pay particular attention to the section entitled “Risk Factors” commencing on page 63 of this proxy statement.

After careful consideration, our board of directors has unanimously approved and adopted the Merger Agreement and unanimously recommends that our stockholders vote FOR adoption and approval of the Business Combination and FOR all other proposals presented to our stockholders in the accompanying proxy statement. When you consider the board recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “The Business Combination Proposal — Certain Benefits of Hennessy Capital’s Directors and Officers and Others in the Business Combination.”

Approval of the Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the special meeting. Approval of the Charter Proposals requires the affirmative vote of holders of a majority of our outstanding shares of common stock. Approval of the Director Election Proposal requires the affirmative vote of the holders of a plurality of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the special meeting. The boards of directors of Daseke and Hennessy Capital have already approved the Business Combination.

The issuance of 20% or more of our outstanding common stock pursuant to the Preferred Financing and any private placement of common stock made pursuant to the Backstop Commitment are contingent upon stockholder approval of the Nasdaq Proposal and closing of the Business Combination. Any open market or privately negotiated transactions made pursuant to the Backstop Commitment are not contingent upon stockholder approval of the Business Combination, as further disclosed in the accompanying proxy statement.

Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting. A failure to vote your shares is the equivalent of a vote “AGAINST” the Charter Proposals but, assuming a quorum is otherwise validly established, will have no effect on the other proposals to be considered at the special meeting of stockholders. The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, Proposal 2 and, unless waived by Daseke, the Director Election Proposal and the Nasdaq Proposal are approved at the special meeting. In addition, (i) each of the Incentive Plan Proposal and the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2, and (ii) each of the Charter Proposals and the Director Election Proposal is conditioned on the approval of the Business Combination Proposal.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals described in the accompanying proxy statement. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to

 

vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the same effect as a vote AGAINST the Charter Proposals but will have no effect on the other proposals (but, in the case of Proposal 2, is the practical equivalent to a vote AGAINST the Business Combination Proposal). If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT HENNESSY CAPITAL REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO HENNESSY CAPITAL’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND ANY SHARE CERTIFICATES DELIVERED BY YOU TO THE TRANSFER AGENT WILL BE RETURNED TO YOU. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

February 6, 2017

 

Sincerely,

 

 

 

 

 

/s/ Daniel J. Hennessy

 

 

Daniel J. Hennessy

 

 

Chairman of the Board and Chief Executive Officer

This proxy statement is dated February 6, 2017, and is first being mailed to stockholders of the Company on or about February 7, 2017.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

HENNESSY CAPITAL ACQUISITION CORP. II
700 Louisiana Street, Suite 900
Houston, Texas 77002

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
HENNESSY CAPITAL ACQUISITION CORP. II

To Be Held on February 27, 2017

To the Stockholders of Hennessy Capital Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that a special meeting (the “special meeting”) of Hennessy Capital Acquisition Corp. II, a Delaware corporation (“we,” “us,” “our,” “Hennessy Capital” or the “Company”), will be held on Monday, February 27, 2017, at 9:00 a.m., Eastern time, at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019. You are cordially invited to attend the special meeting for the following purposes:

(1)      The Business Combination Proposal — to consider and vote upon a proposal to approve an agreement and plan of merger, dated as of December 22, 2016, as it may be amended (the “Merger Agreement”), by and among the Company, HCAC Merger Sub, Inc., Daseke, Inc. and Don R. Daseke, solely in his capacity as the Stockholder Representative, and the transactions contemplated thereby, which provides for the acquisition by us of all of the outstanding capital stock of Daseke, Inc. through a merger of a wholly owned subsidiary of the Company with and into Daseke, Inc., with Daseke, Inc. surviving such merger as a direct wholly owned subsidiary of the Company. We refer to Daseke, Inc. and its consolidated subsidiaries hereafter collectively as “Daseke,” and we refer to such merger and the other transactions contemplated by the Merger Agreement collectively hereafter as the “Business Combination.”

The Charter Proposals — to approve and adopt separate proposals for amendments to the Company’s amended and restated certificate of incorporation (the “existing charter”) to:

(2)      Proposal 2 — increase the Company’s authorized common stock and preferred stock (“Proposal 2”);

(3)      Proposal 3 — provide for the classification of our board of directors into three classes of directors with staggered three-year terms of office and to make certain related changes (“Proposal 3”); and

(4)     Proposal 4 — designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions and provide for certain additional changes, including changing the Company’s name from “Hennessy Capital Acquisition Corp. II” to “Daseke, Inc.”, making the Company’s corporate existence perpetual and providing for severability if any clause shall be held invalid, illegal or unenforceable, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company (“Proposal 4”);

(5)     Proposal 5 — to consider and vote upon a proposal to elect three directors to serve as Class I directors on our board of directors until the 2019 annual meeting of stockholders and until their respective successors are duly elected and qualified (the “Director Election Proposal”);

(6)      Proposal 6 — to consider and vote upon a proposal to approve and adopt the Daseke, Inc. 2017 Omnibus Incentive Plan (the “Incentive Plan Proposal”);

 

(7)      Proposal 7 — to consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock, which Nasdaq may deem to be a change of control, pursuant to the Preferred Financing and any private placement pursuant to the Backstop Commitment (the “Nasdaq Proposal”); and

(8)      Proposal 8 — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal, Proposal 2, the Director Election Proposal or the Nasdaq Proposal (the “Adjournment Proposal”).

Only holders of record of our common stock at the close of business on January 31, 2017 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Pursuant to the existing charter, we will provide our public stockholders with the opportunity to redeem, upon the closing of the transactions contemplated by the Merger Agreement, shares of Hennessy Capital common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the consummation of the transactions contemplated by the Merger Agreement) in the trust account that holds the proceeds (less taxes payable or amounts released to us for working capital) of our initial public offering that closed on July 28, 2015 and on August 4, 2015 (with respect to the partial exercise of the underwriters’ over-allotment option) (the “IPO”). For illustrative purposes, based on funds in the trust account of approximately $199.7 million on September 30, 2016 (approximately $0.1 million of which was withdrawn in October 2016 for taxes and working capital purposes), the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, of 20% or more of the outstanding public shares. The holders of shares of Hennessy Capital common stock issued prior to our IPO (“founder shares”) have agreed to waive their redemption rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, Hennessy Capital Partners II LLC, our Sponsor, certain of its affiliates and our independent directors own approximately 20% of our issued and outstanding shares of common stock, including all of the founder shares.

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, Proposal 2 and, unless waived by Daseke, the Director Election Proposal and the Nasdaq Proposal are approved at the special meeting. In addition, (i) each of the Incentive Plan Proposal and the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2, and (ii) each of the Charter Proposals and the Director Election Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement.

The issuance of 20% or more of our outstanding common stock pursuant to the Preferred Financing and any private placement of common stock made pursuant to the Backstop Commitment are contingent upon stockholder approval of the Nasdaq Proposal and closing of the Business Combination Proposal. Any open market or privately negotiated transactions made

 

pursuant to the Backstop Commitment are not contingent on stockholder approval of the Business Combination Proposal, as further disclosed in the accompanying proxy statement.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali, LLC at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).

 

 

By Order of the Board of Directors,

 

 

 

February 6, 2017

 

Sincerely,

 

 

 

 

 

/s/ Daniel J. Hennessy

 

 

Daniel J. Hennessy

 

 

Chairman of the Board and Chief Executive Officer

 

TABLE OF CONTENTS

SUMMARY TERM SHEET

 

1

Frequently Used Terms

 

9

Summary of the Proxy Statement

 

28

Selected Historical Financial Information of Hennessy Capital

 

50

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF DASEKE

 

51

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION

 

58

Cautionary Note Regarding Forward-Looking Statements

 

61

Risk Factors

 

63

Unaudited Pro Forma Condensed Combined Financial Information

 

101

COMPARATIVE PER SHARE INFORMATION

 

115

Special Meeting of Hennessy Capital Stockholders

 

116

The Business Combination Proposal

 

123

The Merger Agreement

 

123

Related Agreements

 

138

Background of the Business Combination

 

146

Hennessy Capital’s Board of Directors’ Reasons for the Approval of the Business Combination

 

154

Satisfaction of 80% Test

 

161

Description of Fairness Opinion of Valuation Research Corporation

 

161

Certain Company Projected Financial Information

 

174

Certain Benefits of Hennessy Capital’s Directors and Officers and Others in the Business Combination

 

177

Potential Purchases of Public Shares

 

178

Total Shares of Hennessy Capital Common Stock to be Issued in the Business Combination

 

179

Sources and Uses for the Business Combination

 

179

Board of Directors of Hennessy Capital Following the Business Combination

 

181

Certificate of Incorporation

 

181

Name; Headquarters

 

181

Redemption Rights

 

181

Appraisal Rights

 

182

Accounting Treatment

 

182

Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights

 

182

Vote Required for Approval

 

186

Recommendation of the Board

 

187

The Charter Proposals

 

188

Vote Required for Approval

 

193

Recommendation of the Board

 

193

i

Director Election Proposal

 

194

Vote Required for Approval

 

195

Recommendation of the Board

 

196

Incentive Plan Proposal

 

197

Vote Required for Approval

 

203

Recommendation of the Board

 

203

NASDAQ PROPOSAL

 

204

Vote Required for Approval

 

206

Recommendation of the Board

 

206

The Adjournment Proposal

 

207

Vote Required for Approval

 

207

Recommendation of the Board

 

207

Information About Hennessy Capital

 

208

Hennessy Capital Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

219

Information About DASEKE

 

229

Executive and Director Compensation Of DASEKE

 

250

DASEKE Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

254

Management After The Business Combination

 

285

Description of Securities

 

291

Beneficial Ownership of Securities

 

304

Certain Relationships and Related Party Transactions

 

307

Price Range of Securities and Dividends

 

315

Independent Registered Public Accounting Firm

 

317

Appraisal Rights

 

317

Delivery of Documents to Stockholders

 

317

Transfer Agent and Registrar

 

317

Submission of Stockholder Proposals

 

317

Future Stockholder Proposals

 

318

Where You Can Find More Information

 

318

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

F-1

 

 

 

ANNEXES

 

 

Annex A — Agreement and Plan of Merger

 

A-1

Annex B — Fairness Opinion of Valuation Research Corporation

 

B-1

Annex C — Second Amended and Restated Certificate of Incorporation of Hennessy Capital Acquisition Corp. II

 

C-1

Annex D — Daseke, Inc. 2017 Omnibus Incentive Plan

 

D-1

Annex E — Voting and Support Agreement

 

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Annex F — Sponsor Share Forfeiture Agreement

 

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SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Proposals for Stockholders” and “Summary of the Proxy Statement,” summarize certain information contained in this proxy statement, but do not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the special meeting. In addition, for definitions of terms commonly used throughout this proxy statement, including this Summary Term Sheet, see the section entitled “Frequently Used Terms.”

         Hennessy Capital is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

         There currently are 24,949,885 shares of Hennessy Capital common stock issued and outstanding, consisting of 19,959,908 shares originally sold as part of units in Hennessy Capital’s IPO (including 2,459,908 shares related to the partial exercise of the underwriters’ overallotment option) and 5,031,250 founder shares that were issued to our Sponsor prior to Hennessy Capital’s IPO (the “founder shares”) of which (i) 440,000 were subsequently transferred to our independent directors and officers and an advisor, (ii) 41,273 were forfeited as a result of the underwriters’ overallotment option not being exercised in full and (iii) up to approximately 2.7 million will be forfeited for the benefit of Daseke stockholders pursuant to the Sponsor Share Forfeiture (as defined herein) and, to a lesser extent, for the benefit of the Backstop Commitment investors (assuming the Backstop Commitment is utilized) and the Investment Banks in partial payment of the Investment Banks’ deferred underwriting discounts and fees incurred in connection with Hennessy Capital’s IPO.

         In addition, there currently are 35,040,664 warrants of Hennessy Capital outstanding, consisting of 19,959,908 public warrants originally sold as part of units in Hennessy Capital’s IPO and 15,080,756 placement warrants issued to our Sponsor in a private placement simultaneously with the consummation of Hennessy Capital’s IPO. Each warrant entitles the holder thereof to purchase one-half of one share of Hennessy Capital’s common stock at a price of $5.75 per half share ($11.50 per whole share), subject to adjustment. Warrants may be exercised only for a whole number of shares of Hennessy Capital’s common stock. No fractional shares will be issued upon exercise of the warrants. The public warrants will become exercisable commencing 30 days after the completion of Hennessy Capital’s initial business combination and expire at 5:00 p.m., New York time, five years after the completion of Hennessy Capital’s initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, Hennessy Capital may redeem the outstanding warrants at a price of $0.01 per warrant, provided that the last sale price of Hennessy Capital’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day before Hennessy Capital sends the notice of redemption to the warrant holders and certain other conditions are met. The placement warrants, however, are non-redeemable so long as they are held by our Sponsor or its permitted transferees. For more information about Hennessy Capital and its securities, see the sections entitled “Information About Hennessy Capital,” “Hennessy Capital Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Securities.”

         Daseke is a leading provider of transportation and logistics solutions focused exclusively on open deck freight in North America. Daseke believes it is the largest owner1 of open deck equipment and the second largest provider of flatbed, open deck transportation and logistics solutions by revenue in North America.2 For more information about Daseke,

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1           CCJ Top 250, September 2016

2         “Top 100 For-Hire Carriers,” 2016 Transport Topics

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see the sections entitled “Information About Daseke,” “Daseke Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management After the Business Combination” and “Risk Factors — Risk Factors Relating to Daseke’s Business and Industry.”

         Pursuant to the Agreement and Plan of Merger, dated as of December 22, 2016, as it may be amended (the “Merger Agreement”), by and among the Company, HCAC Merger Sub, Inc., Daseke, Inc. and Don R. Daseke, solely in his capacity as the Stockholder Representative, and the transactions contemplated thereby, we will consummate the acquisition of all of the outstanding capital stock of Daseke, Inc. through a merger of a wholly owned subsidiary of the Company with and into Daseke, Inc., with Daseke, Inc. surviving such merger as a direct wholly owned subsidiary of the Company. We refer to Daseke, Inc. and its consolidated subsidiaries hereafter collectively as “Daseke,” and we refer to such merger and the other transactions contemplated by the Merger Agreement collectively hereafter as the “Business Combination.” For more information about the transactions contemplated by the Merger Agreement, which is referred to herein as the “Business Combination,” see the section entitled “The Business Combination Proposal” and the copy of the Merger Agreement attached to this proxy statement as Annex A.

         Closing Merger Consideration.Pursuant to the Merger Agreement, the aggregate merger consideration payable upon the closing of the Business Combination (the “Closing Merger Consideration”) is comprised of an aggregate number of newly issued shares of Hennessy Capital common stock equal to the sum of (i) (a) $626 million, plus (b) the positive amount of Daseke cash, minus (c) the aggregate amount of Daseke indebtedness, unpaid income taxes, certain transaction fees and expenses and the Main Street and Prudential Consideration (as defined and discussed further below), in each case as of the end of the day immediately preceding the closing date, divided by (d) $10.00, plus (ii) the number of shares forfeited by our Sponsor in the Sponsor Share Forfeiture (as defined and discussed further below). As described below, pursuant to the Main Street and Prudential Agreement, we are required to repurchase shares held by Main Street and Prudential immediately prior to closing for a mix of cash and stock consideration (and, in certain cases, for all-cash consideration). All other Daseke stockholders will receive all-stock consideration upon closing of the Business Combination consisting of newly issued shares of Hennessy Capital common stock (at a value of $10.00 per share) with an aggregate value equal to the Closing Merger Consideration. In total, based on Daseke’s capitalization as of September 30, 2016, and assuming (for illustrative purposes) redemptions of approximately 33% of our outstanding public shares, we estimate that, upon closing of the Business Combination, we will (1) pay $35.0 million in aggregate cash consideration (or approximately $1,395 per Daseke share) to repurchase Main Street's and Prudential's Daseke shares pursuant to the Main Street and Prudential Agreement and (2) issue an aggregate of 25.7 million shares of Hennessy Capital common stock (including up to 2.3 million shares as a result of the Sponsor Share Forfeiture (as defined and further described below)), to all other Daseke stockholders as Closing Merger Consideration pursuant to the Merger Agreement.

         Earn-Out Consideration. The Merger Agreement provides that, in addition to the Closing Merger Consideration, Daseke stockholders will be entitled to receive additional contingent consideration (the “Earn-Out Consideration,” and together with the Closing Merger Consideration, the “Total Merger Consideration”) of up to an additional 15.0 million shares of Hennessy Capital common stock (with up to 5.0 million shares payable annually with respect to 2017, 2018 and 2019 performance). The full Earn-Out Consideration is only payable if (i) the annualized Adjusted EBITDA (giving effect to acquisitions and as defined in the Merger Agreement) of Daseke and its subsidiaries for the fiscal years ending December 31, 2017, 2018 and 2019 is at least $140 million, $170 million and $200 million, respectively, and (ii) the closing share price of Hennessy Capital common stock is at least $12.00, $14.00 and $16.00 for any

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20 trading days within any consecutive 30-trading day period during the fiscal years ending December 31, 2017, 2018 and 2019, respectively. For each year, the 5.0 million earn-out shares will be prorated to the extent the annualized Adjusted EBITDA (giving effect to acquisitions and as defined in the Merger Agreement) of Daseke and its subsidiaries exceeds 90%, but represents less than 100%, of the applicable earn-out target. The Total Merger Consideration is payable entirely in newly issued shares of Hennessy Capital common stock.

         Sponsor Share Forfeitures. In order to facilitate the Business Combination, our sponsor, Hennessy Capital Partners II LLC (our “Sponsor”), has agreed to the forfeiture of more than half of its founder shares for the benefit of Daseke stockholders and, to a lesser extent, for the benefit of investors in the Backstop Commitment (as defined and described further below) and the Investment Banks in connection with Hennessy Capital’s IPO. Prior to the closing of the Business Combination, the Sponsor will forfeit to the Company that number of Sponsor’s founder shares equal to (a) 2,274,988 less (b) 50% of the Utilization Fee Shares (if any, and as defined and described further below), and the Company will issue an equivalent number of newly issued shares of Hennessy Capital common stock to Daseke stockholders as part of the Closing Merger Consideration. We refer to this founder share forfeiture by the Sponsor and issuance by the Company of an equivalent number of new shares to Daseke stockholders in the Business Combination as the “Sponsor Share Forfeiture.”  In addition, assuming the Backstop Commitment is utilized, the Sponsor will forfeit to the Company up to an additional 391,892 founder shares (which shares will be prorated to the extent less than the full $35.0 million commitment is utilized by the Company), and the Company will issue an equivalent number of newly issued shares of Hennessy Capital common stock as “Utilization Fee Shares” to the Backstop Commitment investors. Additionally, the Sponsor anticipates forfeiting an additional 270,000 founder shares prior to closing in connection with the payment of deferred underwriting discounts and fees to the Investment Banks (as described further below). As a result, if the Backstop Commitment is fully utilized, the Sponsor will forfeit a total of 2,740,934 founder shares to the Company, and upon closing of the Business Combination, the Company will issue 2,079,042 newly issued shares of Hennessy Capital common stock to Daseke stockholders as part of the Closing Merger Consideration, and 391,892 newly issued shares of Hennessy Capital common stock (referred to as “Utilization Fee Shares”) to the Backstop Commitment investors.  If the Backstop Commitment is not utilized, the Sponsor will forfeit a total of 2,544,988 founder shares to the Company, and upon closing of the Business Combination, the Company will issue 2,274,988 newly issued shares of Hennessy Capital common stock to Daseke stockholders as part of the Closing Merger Consideration.

         Main Street and Prudential Consideration. Hennessy Capital will purchase, immediately prior to closing of the Business Combination, all of the shares of Daseke common stock held by Main Street and Prudential for consideration in an aggregate amount equal to the greater of (i) $35.0 million and (ii) an amount equal to the product of (x) the total number of shares of Hennessy Capital common stock that Main Street and Prudential would have received in the aggregate in the Business Combination in exchange for their Daseke common stock had such shares of Daseke common stock not been repurchased by Hennessy Capital pursuant to the Main Street and Prudential Agreement, and (y) $10.00. The first $25.0 million of such aggregate consideration is payable in cash, with the remaining portion of such aggregate consideration consisting of newly issued shares (at a value of $10.00 per share) of Hennessy Capital common stock, subject to certain automatic adjustments that would reduce the stock portion issuable, and proportionately increase the cash portion of such aggregate consideration payable, by Hennessy Capital, based on the amount of cash remaining in our trust account following redemptions. Based on Daseke’s capitalization as of September 30, 2016, and assuming (for illustrative purposes) redemptions of approximately 33% of our outstanding public shares, we estimate that the aggregate consideration payable to Main Street and Prudential upon closing of the Business Combination will be $35.0 million in cash.

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         Preferred and Debt Financings. In order to ensure sufficient funds (after redemptions) to refinance certain existing Daseke indebtedness, pay transaction fees and expenses and use for general corporate purposes, we have entered into an agreement for the expected sale of $65.0 million of our preferred stock in a private placement (the “Preferred Financing”) and debt commitment letters for an expected $350.0 million debt financing (the “Debt Financing”). For more information about the Preferred Financing and Debt Financing, see the sections entitled “The Business Combination Proposal — Related Agreements — Preferred Stock Subscription Agreement” and “The Business Combination Proposal — Related Agreements — Acquisition Financing”.

         Backstop Commitment. In addition, we have received commitments from investors in the Backstop Commitment (as defined in this proxy statement) to purchase up to $35.0 million in shares of our common stock (as and to the extent requested by us) through one or more of (i) open market or privately negotiated transactions with third parties (including forward contracts), (ii) a private placement to occur concurrently with the consummation of the Business Combination at a purchase price of $10.00 per share, or (iii) a combination thereof, in order to help ensure that we receive sufficient funds from our trust account after redemptions to, among other things, fund the payment of the Main Street and Prudential Consideration. Pursuant to the Main Street and Prudential Agreement (and as described above), we have agreed to use any cash remaining in our trust account following redemptions to increase the cash portion of the aggregate consideration payable to Main Street and Prudential until all of the shares of Daseke common stock held by Main Street and Prudential have been repurchased for cash. Each Backstop Commitment investor has agreed to (a) vote any shares of Hennessy Capital common stock acquired pursuant to the Backstop Commitment in favor of the Business Combination and the other proposals set forth herein, (b) not exercise its redemption rights with respect to any such shares and (c) not transfer any such shares until after the closing of the Business Combination. In consideration for the Backstop Commitment, the Backstop Commitment investors have received a cash commitment fee of $1.4 million in the aggregate and, assuming the Backstop Commitment is utilized, such investors will be entitled to receive, upon closing of the Business Combination, up to 391,892 “Utilization Fee Shares” in the aggregate (which shares will be prorated to the extent less than the full $35.0 million commitment is utilized by the Company), consisting of newly issued shares of Hennessy Capital common stock. As described above, the total number of shares issued to Daseke stockholders as part of the Closing Merger Consideration will be reduced by 50% of the total amount of Utilization Fee Shares issued to the Backstop Commitment investors at closing. For additional information regarding sources and uses for funding the Total Merger Consideration, see “The Business Combination Proposal — Sources and Uses for the Business Combination.” For more information about the Merger Agreement and the related transaction agreements, see the sections entitled “The Business Combination Proposal — The Merger Agreement” and “The Business Combination Proposal — Related Agreements”.

         Payment of Deferred IPO Underwriting Discounts and Fees to the Investment Banks.In settlement of all outstanding investment banking, advisory and underwriting fees, discounts and expenses owed by the Company to UBS Securities LLC (“UBS”), Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) and BMO Capital Markets Corp. (“BMO” and, together with UBS and Cantor Fitzgerald, the “Investment Banks”), as underwriters in respect of the Company’s July 2015 IPO, the Company anticipates making a payment to the Investment Banks of approximately $7.2 million in the aggregate upon closing of the Business Combination, of which Hennessy Capital will pay approximately $2.7 million in cash, and depending on the funds in our trust account after redemptions, the remaining $4.5 million will be paid to the Investment Banks in cash, newly issued shares of Hennessy Capital common stock (at a value of $10.00 per share) or a combination of cash and shares.  $1.8 million of the total deferred underwriting discounts and fees will be considered a Daseke transaction expense and reflected as an adjustment to the Closing Merger Consideration. If the funds in our trust account after redemptions (excluding any cash proceeds received by Hennessy Capital (if any) pursuant to the Backstop Commitment) (a) equal or exceed $84.5 million, then the remaining $4.5 million of deferred

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underwriting discounts and fees will be paid in cash, (b) equal or exceed $80.0 million but are less than $84.5 million, then it is expected that the remaining $4.5 million of deferred underwriting discounts and fees will be paid in a mix of cash and newly issued shares of Hennessy Capital common stock (with the cash portion equal to the excess of the trust account balance over $80.0 million), or (c) are less than $80.0 million, then it is expected that the remaining $4.5 million of deferred underwriting discounts and fees will be satisfied by the issuance of 450,000 newly issued shares of Hennessy Capital common stock in the aggregate to the Investment Banks. For more information, see “The Business Combination Proposal — Letter Agreement Regarding Deferred IPO Underwriting Discounts and Fees.”

         Pro Forma Equity Ownership.We anticipate that, upon completion of the Business Combination, assuming (for illustrative purposes) redemptions of approximately 33% of our outstanding public shares, our existing stockholders will hold in the aggregate approximately 38.3% of our outstanding common stock (32.4% held by our public stockholders and 5.9% held by our initial stockholders, including our Sponsor), and Daseke stockholders will hold in the aggregate approximately 61.7% of our outstanding common stock. If public stockholders representing more than 33% of our outstanding public shares exercise their redemption rights, the percentage of our outstanding common stock held by our public stockholders will decrease and the percentages of our outstanding common stock held by our initial stockholders, including our Sponsor, and Daseke stockholders each will increase, in each case relative to the percentage held if approximately 33% of our outstanding public shares are redeemed. Conversely, if public stockholders representing less than 33% of our outstanding public shares exercise their redemption rights, the percentage of our outstanding common stock held by our public stockholders will increase and the percentages of our outstanding common stock held by our initial stockholders, including our Sponsor, and Daseke stockholders each will decrease, in each case relative to the percentage held if approximately 33% of our outstanding public shares are redeemed. Additionally, in each case, if the Backstop Commitment investors purchase shares of our common stock, the percentage of our outstanding common stock held by such investors (and correspondingly, the amount in the trust account) will increase and the percentage of our outstanding common stock held by our public stockholders will decrease, in each case relative to the percentage held if approximately 33% of our outstanding public shares are redeemed and no purchases of shares are made pursuant to the Backstop Commitment. These ownership percentages with respect to the post-combination company are for illustrative purposes only and (a) assume (1) the repurchase in full in cash of all shares held by Prudential and Main Street and (2) the forfeiture by the Sponsor of 2,544,988 founder shares in the aggregate in the Sponsor Share Forfeiture and in connection with the partial payment of the deferred IPO underwriting discounts and fees to the Investment Banks, and (b) do not take into account (1) the 35,040,664 warrants to purchase up to a total of 17,520,332 shares of Hennessy Capital common stock that will remain outstanding following the Business Combination, (2) the potential issuance of up to 15,000,000 shares of Hennessy Capital common stock as Earn-Out Consideration pursuant to the Merger Agreement, (3) the issuance of any equity awards under our proposed Incentive Plan following the Business Combination, (4) the issuance (or conversion) of any shares of Series A Convertible Preferred Stock that will be issued to the investors in our Preferred Financing, or (5) any purchases of shares of Hennessy Capital common stock that may be made pursuant to the Backstop Commitment. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Hennessy Capital’s existing stockholders in the post-combination company will be different. For more information, please see the section entitled “Summary of the Proxy Statement — Impact of the Business Combination on Hennessy Capital’s Public Float.”

         Our management and board of directors considered various factors in determining whether to approve the Merger Agreement and the transactions contemplated thereby and that the value of the Business Combination is equal to at least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions of approximately $7.2 million payable to the underwriters of our IPO and taxes payable

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on interest earned). For more information about our decision-making process, see the section entitled “The Business Combination Proposal — Hennessy Capital’s Board of Directors’ Reasons for the Approval of the Business Combination.”

         Pursuant to our existing amended and restated certificate of incorporation (the “existing charter”), in connection with the Business Combination, holders of our public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the existing charter. As of September 30, 2016, this would have amounted to approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of our common stock for cash and will no longer own shares of the Company and will not participate in any future growth of the Company. Such a holder will be entitled to receive cash for its public shares only if it (i) affirmatively votes for or against the Business Combination Proposal and (ii) properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. See the section entitled “Special Meeting of Hennessy Capital Stockholders — Redemption Rights.”

         In addition to voting on the Business Combination Proposal, at the special meeting, the stockholders of Hennessy Capital will be asked to vote upon:

         The Charter Proposals — to approve and adopt separate proposals for amendments to the existing charter:

         Proposal 2 — increase the Company’s authorized common stock and preferred stock (“Proposal 2”);

         Proposal 3 — provide for the classification of our board of directors into three classes of directors with staggered three-year terms of office and to make certain related changes (“Proposal 3”); and

         Proposal 4 — designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions and provide for certain additional changes, including changing the Company’s name from “Hennessy Capital Acquisition Corp. II” to “Daseke, Inc.”, making the Company’s corporate existence perpetual and providing for severability if any clause shall be held invalid, illegal or unenforceable, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company (“Proposal 4” and each of Proposals 2, 3 and 4, a “Charter Proposal” and collectively, the “Charter Proposals”), all as reflected in the proposed second amended and restated certificate of incorporation of the Company (the “proposed charter”) attached hereto as Annex C;

         Proposal 5 — to consider and vote upon a proposal to elect three directors to serve as Class I directors on our board of directors until the 2019 annual meeting of stockholders and until their respective successors are duly elected and qualified (the “Director Election Proposal”);

         Proposal 6 — to consider and vote upon a proposal to approve and adopt the Incentive Plan (the “Incentive Plan Proposal”);

         Proposal 7 — to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock, which Nasdaq may deem to be a change of control, pursuant to the Preferred Financing and any private placement pursuant to the Backstop Commitment, which we refer to as the “Nasdaq Proposal;” and

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         Proposal 8 — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal, Proposal 2, the Director Election Proposal or the Nasdaq Proposal (the “Adjournment Proposal”).

         The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, Proposal 2 and, unless waived by Daseke, the Director Election Proposal and the Nasdaq Proposal are approved at the special meeting. In addition, (i) each of the Incentive Plan Proposal and the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2, and (ii) each of the Charter Proposals and the Director Election Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement.

         If our stockholders do not approve the Nasdaq Proposal, we will have the right to issue up to 19.9% of the Company’s issued and outstanding common stock, pursuant to the Preferred Financing and Backstop Commitment, without stockholder approval; however, even without stockholder approval of the Nasdaq Proposal, we will have the right to issue the full number of shares of Series A Convertible Preferred Stock contemplated by the Preferred Financing (subject to provisions of the Series A Convertible Preferred Stock that will limit the convertibility of the shares of that series unless and until stockholder approval has been received).

         Upon the closing of the Business Combination, we anticipate increasing the size of our board of directors from six to eight directors, three of whom will be voted upon by our stockholders at the special meeting. Four incumbent directors of Hennessy Capital, Bradley Bell, Richard Burns, Peter Shea and Thomas J. Sullivan, have informed us that they will resign from our board of directors upon closing of the Business Combination. Our board of directors intends to nominate three directors for election at the special meeting (including one incumbent director of Hennessy Capital and two individuals who are presently members of Daseke’s board of directors) and to fill the vacancies created by the increased size of the board of directors with two persons. If all director nominees are elected and the Business Combination is consummated, our board of directors will consist of two existing Hennessy Capital directors, Daniel J. Hennessy and Kevin M. Charlton, five existing Daseke directors, Don R. Daseke, Brian Bonner, Ron Gafford, Mark Sinclair and R. Scott Wheeler, and one additional person, Jonathan Shepko. In anticipation of the Business Combination, in December 2016, Messrs. Sinclair and Wheeler were appointed to the Daseke board of directors, effective January 2017 and December 2016, respectively. See the sections entitled “Director Election Proposal” and “Management After the Business Combination.”

         Unless waived by the parties to the Merger Agreement, in accordance with applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement. For more information about the closing conditions to the Business Combination, see the section entitled “The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Business Combination.”

         The Merger Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or by Daseke or the Company acting alone, in specified circumstances. For more information about the

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termination rights under the Merger Agreement, see the section entitled “The Business Combination Proposal — The Merger Agreement — Termination.”

         The proposed Business Combination involves numerous risks. For more information about these risks, see the section entitled “Risk Factors.”

         In considering the recommendation of Hennessy Capital’s board of directors to vote FOR the proposals presented at the special meeting, you should be aware that our executive officers and members of our board of directors have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. The members of our board of directors were aware of these differing interests and considered them, among other matters, in evaluating and negotiating the transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting. These interests include, among other things:

         up to approximately 2.4 million total founder shares (after the Sponsor Share Forfeiture) that our Sponsor (or its members), executive officers and independent directors will hold following the Business Combination, subject to certain lock-up agreements, which would have a value at February 3, 2017 of approximately $24.7 million based on the closing price of Hennessy Capital common stock as reported by The Nasdaq Capital Market (“Nasdaq”) and that are not subject to redemption;

         the fact that our Sponsor paid an aggregate purchase price of $25,000, or approximately $0.005 per share, for its founder shares and such founder shares will have no value if we do not complete an initial business combination; as a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Business Combination consummated rather than lose whatever value is attributable to the founder shares;

         the fact that our Sponsor paid approximately $7,540,000, or $0.50 per warrant, for its placement warrants and such placement warrants will expire worthless if we do not complete an initial business combination; as a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Business Combination consummated rather than lose whatever value is attributable to the placement warrants;

         if Hennessy Capital is unable to complete a business combination within the required time period, our Chief Executive Officer will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Hennessy Capital for services rendered or contracted for or products sold to Hennessy Capital, but only if such a vendor or target business has not executed a waiver of claims against the trust account and except as to any claims under our indemnity of the underwriters;

         the continuation of two of our six existing directors as directors of the combined company; and

         the continued indemnification of current directors and officers of the Company and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. These interests were considered by our Board when our Board approved the Business Combination.

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Frequently Used Terms

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Hennessy Capital” refer to Hennessy Capital Acquisition Corp. II, and the terms “combined company” and “post-combination company” refer to Hennessy Capital and its subsidiaries, including Daseke, following the consummation of the Business Combination. Furthermore, in this document:

“ABL Facility” means the proposed $70.0 million amended and restated senior secured asset-based revolving credit facility committed by PNC Bank, National Association, pursuant to a debt commitment letter dated December 22, 2016 between Daseke and PNC Bank, National Association.

“Backstop and Subscription Agreement” means, collectively, each Backstop and Subscription Agreement, dated December 22, 2016, between the Company and such investor who has committed to purchasing shares of Hennessy Capital common in the Backstop Commitment.

“Backstop Commitment” means the commitment by the investors who have entered into that certain Backstop and Subscription Agreement with the Company to purchase up to $35.0 million in shares of Hennessy Capital common stock (as and to the extent requested by us) through one or more (i) open market or privately negotiated transactions with third parties (including forward contracts), (ii) a private placement to occur concurrently with the consummation of the Business Combination at a purchase price of $10.00 per share, or (iii) a combination thereof, in order to help ensure that we receive sufficient funds from our trust account after redemptions to (among other things) fund the payment of the Main Street and Prudential Consideration.

“Bulldog Acquisition” means Daseke’s acquisition of Bulldog Hiway Express, effective July 1, 2015.

“Business Combination” means the acquisition by us of all of the outstanding capital stock of Daseke through a merger of a wholly owned subsidiary of the Company with and into Daseke pursuant to the Merger Agreement, with Daseke surviving such merger as a direct wholly owned subsidiary of the Company.

“Closing Merger Consideration” means the aggregate number of newly issued shares of Hennessy Capital common stock issuable upon the closing of the Business Combination equal to the sum of (i) (a) $626 million, plus (b) the positive amount of Daseke cash, minus (c) the aggregate amount of Daseke indebtedness, unpaid income taxes, certain transaction fees and expenses and the Main Street and Prudential Consideration, in each case as of the end of the day immediately preceding the closing date, divided by (d) $10.00, plus (ii) the number of shares forfeited by our Sponsor in the Sponsor Share Forfeiture.

“Credit Suisse” means Credit Suisse Securities (USA) LLC and Credit Suisse AG

“Daseke” means Daseke, Inc., a Delaware corporation, and its consolidated subsidiaries, taken together.

“Davenport Acquisition” means Lone Star Transportation, LLC’s (a subsidiary of Daseke) acquisition of Davenport Transport & Rigging, LLC, effective as of May 1, 2015.

“Debt Financing” means the proposed new $350.0 million senior secured term loan credit facilities, consisting of a $250.0 million term loan that will be drawn at closing of the Business Combination (the “New Term Loan”) and a $100.0 million delayed draw term loan that may be funded on or after the closing date of the Business Combination for a 12-month period thereafter, pursuant to a debt commitment letter dated December 22, 2016 among Hennessy Capital and Credit Suisse Securities (USA) LLC, Credit Suisse AG, Cayman Islands Branch, UBS AG, Stamford Branch and UBS Securities LLC.

“Earn-Out Consideration” means the potential issuance of up to 15 million additional shares of our common stock pursuant to the Merger Agreement to Daseke stockholders for the

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achievement of specified share price thresholds and annualized Adjusted EBITDA (giving effect to acquisitions and as defined in the Merger Agreement) targets for the fiscal years ending December 31, 2017, 2018 and 2019.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“existing charter” means our amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on July 22, 2015.

“founder shares” means the 5,031,250 shares of Hennessy Capital common stock issued to our Sponsor in a private placement prior to our IPO, 440,000 of which have been transferred by our Sponsor to our independent directors and officers and an advisor, 41,273 of which were forfeited as a result of the underwriters’ overallotment option in our IPO not being exercised in full, and up to approximately 2.7 million of which will be forfeited for the benefit of Daseke stockholders pursuant to the Sponsor Share Forfeiture and, to a lesser extent, for the benefit of the Backstop Commitment investors (assuming the Backstop Commitment is utilized) and the Investment Banks in partial payment of the Investment Banks’ deferred underwriting discounts and fees incurred in connection with Hennessy Capital’s IPO.

“Hennessy Capital” means Hennessy Capital Acquisition Corp. II, a Delaware corporation.

“Hennessy Capital common stock” or “our common stock” means common stock, par value $0.0001 per share, of Hennessy Capital.

“Hennessy Capital preferred stock” or “our preferred stock” means preferred stock, par value $0.0001 per share, of Hennessy Capital, 650,000 shares of which shall be designated Series A Convertible Preferred Stock.

“Hornady Acquisition” means Daseke’s acquisition of Hornady Truck Line, Inc. and B.C. Hornady & Associates, Inc., effective August 1, 2015.

“Incentive Plan” means the Daseke, Inc. 2017 Omnibus Incentive Plan, a copy of which is attached hereto as Annex D.

“initial stockholders” means our Sponsor and each of our current officers and current directors and an advisor, in each case, that hold founder shares.

“Investment Banks” means UBS Securities LLC, Cantor Fitzgerald & Co. and BMO Capital Markets Corp.

“IPO” means the initial public offering of Hennessy Capital units, each comprised of one share of common stock and one warrant, consummated on July 28, 2015 with respect to 17,500,000 units and on August 4, 2015 with respect to 2,459,908 units related to the partial exercise of the underwriters’ over-allotment option, in each case at $10.00 per unit.

“lock-up agreements” means the lock-up letter agreements that each of Daseke’s directors and executive officers and persons that beneficially own at least one percent (1%) of Daseke’s common stock immediately prior to the consummation of the Business Combination will enter into with the Company upon closing of the Business Combination restricting the sale, transfer or other disposition for value of shares of Hennessy Capital common stock received as part of the Closing Merger Consideration for 180 days post-closing, except for (i) Daseke Trucking Preferred, LP and Gekabi Capital Management, LP, for which such lock-up period will be 120 days, and (ii) Don R. Daseke and his affiliates, including the Walden Group, for which such lock-up period will be until the third anniversary of the closing of the Business Combination (except that up to 10% of shares owned by such persons may be donated to charities or educational institutions, in which case, such donated shares will be subject to a 180-day lock-up period from the transfer date).

“Lone Star Acquisition” means Daseke’s acquisition of Lone Star Transportation, LLC, effective October 1, 2014.

“Main Street” means Main Street Capital II, LP, Main Street Mezzanine Fund, LP and Main Street Capital Corporation, each of which is a Daseke stockholder of record.

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“Main Street and Prudential Agreement” means the letter agreement, dated December 22, 2016, among the Company, Daseke, Walden Group, Main Street and Prudential regarding, among other things, the conditional waiver of Main Street’s and Prudential’s respective put rights on their shares of Daseke common stock in exchange for aggregate consideration in an amount equal to the Main Street and Prudential Consideration in accordance with the terms and conditions of such agreement.

“Main Street and Prudential Consideration” means the aggregate consideration payable upon the closing of the Business Combination to Main Street and Prudential pursuant to the Main Street and Prudential Agreement, which equals the greater of (i) $35.0 million and (ii) an amount equal to the product of (x) the total number of shares of our common stock that Main Street and Prudential would have received in the aggregate in the Business Combination in exchange for their Daseke common stock had such shares of Daseke common stock not been repurchased by Hennessy Capital pursuant to the Main Street and Prudential Agreement, and (y) $10.00. The first $25.0 million of such aggregate consideration is payable in cash, with the remaining portion of such aggregate consideration consisting of newly issued shares (at a value of $10.00 per share) of our common stock, subject to certain automatic adjustments that would reduce the stock portion issuable, and proportionately increase the cash portion of such aggregate consideration payable, by Hennessy Capital based on the amount of cash remaining in our trust account following redemption.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of December 22, 2016, as it may be amended, by and among the Company, Merger Sub, Daseke, Inc. and Don R. Daseke, solely in his capacity as the Stockholder Representative, a copy of which is attached hereto as Annex A.

“Merger Sub” means HCAC Merger Sub, Inc., a direct wholly-owned subsidiary of Hennessy Capital.

“placement warrants” means the 15,080,756 warrants issued to our Sponsor in the private placement that occurred simultaneously with the consummation of our IPO for a purchase price of $0.50 per placement warrant for a total purchase price of approximately $7,540,000, each of which is exercisable for one-half of one share of Hennessy Capital common stock at a price of $5.75 per half share ($11.50 per whole share), in accordance with its terms. Warrants may be exercised only for a whole number of shares of Hennessy Capital’s common stock. No fractional shares will be issued upon exercise of the warrants.

“Preferred Financing” means the expected issuance and sale of $65.0 million in shares of our Series A Convertible Preferred Stock (at a purchase price of $100.00 per share) in a private placement to certain institutional accredited investors to, among other things, refinance certain existing Daseke indebtedness, pay transaction fees and expenses and use for general corporate purposes.

“Preferred Subscription Agreement” means, collectively, each Subscription Agreement for 7.625% Series A Convertible Preferred Stock, dated December 22, 2016, between the Company and certain institutional accredited investors to purchase in a private placement the Series A Convertible Preferred Stock.

“proposed charter” means the proposed second amended and restated certificate of incorporation of Hennessy Capital, which will become the Company’s certificate of incorporation upon the approval of the Charter Proposals and the Business Combination Proposal and the consummation of the Business Combination. A copy of the proposed charter is attached hereto as Annex C.

“Prudential” means Prudential Capital Partners IV, L.P., Prudential Capital Partners (Parallel Fund) IV, L.P. and Prudential Capital Partners Management Fund IV, L.P., each of which is a Daseke stockholder of record.

“public shares” means shares of Hennessy Capital common stock issued in our IPO (whether they were purchased in the IPO or thereafter in the open market).

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“public stockholders” means holders of public shares, including the initial stockholders to the extent the initial stockholders hold public shares, provided that the initial stockholders will be considered a “public stockholder” only with respect to any public shares held by them.

“public warrants” means the warrants issued in Hennessy Capital’s IPO, each of which is exercisable for one-half of one share of Hennessy Capital common stock, in accordance with its terms.

“Recent Acquisitions” means the Bulldog Acquisition, Hornady Acquisition and Lone Star Acquisition.

“Registration Rights Agreement” means the proposed Amended and Restated Registration Rights Agreement to be entered into upon closing of the Business Combination by the Company, the Sponsor, the investors in the Preferred Financing and the Backstop Commitment, certain Daseke stockholders and each of our initial stockholders.

“Securities Act” means the Securities Act of 1933, as amended.

“Series A Convertible Preferred Stock” means our 7.625% Series A Convertible Preferred Stock, shares of which are expected to be issued to the investors in the Preferred Financing.

“special meeting” means the special meeting of stockholders of Hennessy Capital that is the subject of this proxy statement.

“Sponsor” means Hennessy Capital Partners II LLC, a Delaware limited liability company.

“Sponsor Share Forfeiture” means the forfeiture prior to the closing of the Business Combination by the Sponsor to the Company of that number of Sponsor’s founder shares equal to (a) 2,274,988 less (b) fifty percent (50.0%) of the Utilization Fee Shares, for the benefit of Daseke stockholders, followed by the issuance at closing of an equivalent number of newly issued shares of Hennessy Capital common stock to Daseke stockholders, in each case pursuant to the Sponsor Share Forfeiture Agreement.

“Sponsor Share Forfeiture Agreement” means the Sponsor Share Forfeiture Agreement, dated December 22, 2016, as it may be amended, by and among Hennessy Capital Partners II LLC and the Company, a copy of which is attached hereto as Annex F.

“Total Merger Consideration” means the Closing Merger Consideration, the Sponsor Share Forfeiture and the Earn-Out Consideration.

“UBS Securities” or “UBS” means UBS AG and UBS Securities LLC.

“Utilization Fee Shares” means up to 391,892 shares of newly issued shares of Hennessy Capital common stock in the aggregate issuable to the investors in consideration for the Backstop Commitment.

“Voting and Support Agreement” means the Voting and Support Agreement, dated December 22, 2016, as it may be amended, by and among Daseke and each of our initial stockholders, a copy of which is attached hereto as Annex E.

“Walden Group” means The Walden Group, Inc., a Delaware corporation that is the largest Daseke stockholder and is expected to be the largest stockholder of the combined company following the Business Combination. Don R. Daseke is the majority stockholder and President of The Walden Group, Inc.

“Warrants” means the placement warrants and the public warrants, taken together.

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Questions and Answers about the Proposals for Stockholders

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the annexes and the other documents referred to herein.

Q:       Why am I receiving this proxy statement?

A:     Our stockholders are being asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve a merger agreement (the “Merger Agreement”) providing for the acquisition by us of all of the outstanding capital stock of Daseke, Inc. through a merger of a wholly owned subsidiary of the Company with and into Daseke, Inc., with Daseke, Inc. surviving such merger as a direct wholly owned subsidiary of the Company. We refer to Daseke, Inc. and its consolidated subsidiaries hereafter collectively as “Daseke,” and we refer to such merger and the other transactions contemplated by the Merger Agreement collectively hereafter as the “Business Combination.”

Pursuant to the Merger Agreement, the aggregate merger consideration payable upon the closing of the Business Combination (the “Closing Merger Consideration”) is comprised of an aggregate number of newly issued shares of Hennessy Capital common stock equal to the sum of (i) (a) $626 million, plus (b) the positive amount of Daseke cash, minus (c) the aggregate amount of Daseke indebtedness, unpaid income taxes, certain transaction fees and expenses and the Main Street and Prudential Consideration (as defined herein), in each case as of the end of the day immediately preceding the closing date, divided by (d) $10.00, plus (ii) the number of shares forfeited by our Sponsor in the Sponsor Share Forfeiture (as defined and further discussed below). Pursuant to the Main Street and Prudential Agreement (as defined herein), we are required to repurchase Daseke shares held by Main Street and Prudential (as each is defined herein) immediately prior to closing for a mix of cash and stock consideration (and, in certain cases, for all-cash consideration). All other Daseke stockholders will receive all-stock consideration upon closing of the Business Combination consisting of newly issued shares of Hennessy Capital common stock (at a value of $10.00 per share) with an aggregate value equal to the Closing Merger Consideration. In total, based on Daseke’s capitalization as of September 30, 2016, and assuming (for illustrative purposes) redemptions of approximately 33% of our outstanding public shares, we estimate that, upon closing of the Business Combination, we will (1) pay $35.0 million in aggregate cash consideration (or approximately $1,395 per Daseke share) to repurchase Main Street’s and Prudential’s Daseke shares pursuant to the Main Street and Prudential Agreement and (2) issue an aggregate of 25.7 million shares of Hennessy Capital common stock (including up to 2.3 million shares as a result of the Sponsor Share Forfeiture (as defined and further described below)), to all other Daseke stockholders as Closing Merger Consideration pursuant to the Merger Agreement.

In addition, the Merger Agreement contains an earn-out provision pursuant to which we may potentially issue up to 15 million additional shares of our common stock to Daseke stockholders for the achievement of specified share price thresholds and annualized Adjusted EBITDA (giving effect to acquisitions and as defined in the Merger Agreement) targets for the fiscal years ending December 31, 2017, 2018 and 2019 (the “Earn-Out Consideration,” and together with the Closing Merger Consideration, the “Total Merger Consideration”).The Total Merger Consideration is payable entirely in newly issued shares of Hennessy Capital common stock.

In order to facilitate the Business Combination, our sponsor, Hennessy Capital Partners II LLC (our “Sponsor”), has agreed to the forfeiture of more than half of its founder shares for the benefit of Daseke stockholders and, to a lesser extent, for the benefit of investors in the Backstop Commitment (as defined herein and described further below) and the Investment Banks in partial payment of the Investment Banks’ deferred underwriting discounts and fees incurred in connection with Hennessy Capital’s IPO. Prior to the closing of the Business Combination, the Sponsor will forfeit to the Company that number of Sponsor’s founder shares equal to (a) 2,274,988 less (b) 50% of the “Utilization Fee Shares” (if any, and as

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defined and described further herein), and the Company will issue an equivalent number of newly issued shares of Hennessy Capital common stock to Daseke stockholders as part of the Closing Merger Consideration. We refer to this founder share forfeiture by the Sponsor and issuance by the Company of an equivalent number of new shares to Daseke stockholders in the Business Combination as the “Sponsor Share Forfeiture.”  In addition, assuming the Backstop Commitment is utilized, the Sponsor will forfeit to the Company up to an additional 391,892 founder shares (which shares will be prorated to the extent less than the full $35.0 million commitment is utilized by the Company), and the Company will issue an equivalent number of newly issued shares of Hennessy Capital common stock as “Utilization Fee Shares” to the Backstop Commitment investors. Additionally, the Sponsor anticipates forfeiting an additional 270,000 founder shares prior to closing in connection with the payment of deferred underwriting discounts and fees to the Investment Banks.

In order to ensure sufficient funds (after redemptions) to refinance certain existing Daseke indebtedness, pay transaction fees and expenses and use for general corporate purposes, we have entered into an agreement for the expected sale of $65.0 million of our preferred stock in a private placement (the “Preferred Financing”) and debt commitment letters for an expected $350.0 million debt financing (the “Debt Financing”). In addition, we have received commitments from investors in the Backstop Commitment (as defined herein) to purchase up to $35.0 million in shares of our common stock (as and to the extent requested by us) through one or more of (i) open market or privately negotiated transactions with third parties (including forward contracts), (ii) a private placement to occur concurrently with the consummation of the Business Combination at a purchase price of $10.00 per share, or (iii) a combination thereof, in order to help ensure that we receive sufficient funds from our trust account after redemptions to (among other things) fund the payment of the Main Street and Prudential Consideration. We have agreed to use any cash remaining in our trust account following redemptions to increase the cash portion of the aggregate consideration payable to Main Street and Prudential until all of the shares of Daseke common stock held by Main Street and Prudential have been repurchased for cash. For additional information regarding sources and uses for funding the Total Merger Consideration, see “The Business Combination Proposal — Sources and Uses for the Business Combination”.

Our common stock, units and warrants are currently listed on The Nasdaq Capital Market under the symbols “HCAC,” “HCACU” and “HCACW,” respectively. We will apply to continue the listing of our common stock and warrants on The Nasdaq Capital Market under the new symbols “DSKE” and “DSKEW”, respectively, upon the closing of the Business Combination. At the closing, our units will separate into their component shares of Hennessy Capital common stock, par value $0.0001 per share (“Hennessy Capital common stock”), and warrants to purchase one-half of one share of Hennessy Capital common stock, and cease separate trading.

This proxy statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. You should read this proxy statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

Q:       What is being voted on at the special meeting?

A:       Below are proposals on which our stockholders are being asked to vote.

1.      To approve and adopt the Business Combination and the other transactions contemplated by the Merger Agreement (this proposal is referred to herein as the “Business Combination Proposal”);

To approve and adopt the following separate proposals for amendments to the Company’s existing charter:

2.      To increase the Company’s authorized common stock and preferred stock (this proposal is referred to herein as “Proposal 2”);

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3.      To provide for the classification of our board of directors into three classes of directors with staggered three-year terms of office and to make certain related changes (this proposal is referred to herein as “Proposal 3”);

4.      To designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions and provide for certain additional changes, including changing the Company’s name from “Hennessy Capital Acquisition Corp. II” to “Daseke, Inc.”, making the Company’s corporate existence perpetual and providing for severability if any clause shall be held invalid, illegal or unenforceable, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company (this proposal is referred to herein as “Proposal 4”);

Each of Proposals 2, 3 and 4, a “Charter Proposal” and collectively, the “Charter Proposals.”

5.      To elect three directors to serve as Class I directors on our board of directors until the 2019 annual meeting of stockholders and until their respective successors are duly elected and qualified (this proposal is referred to herein as the “Director Election Proposal”);

6.      To approve and adopt the Incentive Plan, a copy of which is attached hereto as Annex D (this proposal is referred to herein as the “Incentive Plan Proposal”);

7.      To approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock, which Nasdaq may deem to be a change of control, pursuant to the Preferred Financing and any private placement pursuant to the Backstop Commitment (this proposal is referred to herein as the “Nasdaq Proposal”); and

8.      To adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal, Proposal 2, the Director Election Proposal or the Nasdaq Proposal (this proposal is referred to herein as the “Adjournment Proposal”).

Q:       Are the proposals conditioned on one another?

A:       The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, Proposal 2 and, unless waived by Daseke, the Director Election Proposal and the Nasdaq Proposal are approved at the special meeting. In addition, (i) each of the Incentive Plan Proposal and the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2, and (ii) each of the Charter Proposals and the Director Election Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement. It is important for you to note that in the event that the Business Combination Proposal, Proposal 2, the Director Election Proposal or the Nasdaq Proposal do not receive the requisite vote for approval, then (absent a waiver by Daseke with respect to the Director Election Proposal and Nasdaq Proposal) we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by July 28, 2017 (subject to the requirements of law), we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.

Q:       Why is Hennessy Capital providing stockholders with the opportunity to vote on the Business Combination?

A:       Under the existing charter, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. We are seeking to obtain the approval of our stockholders of the Business Combination

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Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of our Business Combination.

Q:       What will happen in the Business Combination?

A:       At the closing of the Business Combination, a wholly owned subsidiary of the Company will merge with and into Daseke, Inc., and Daseke, Inc. will continue as the surviving entity and direct wholly-owned subsidiary of the Company. Daseke stockholders will receive newly issued shares of Hennessy Capital common stock as consideration in the Business Combination and will become stockholders of Hennessy Capital at closing. Following the Business Combination, we will change our name to Daseke, Inc., and our direct subsidiary Daseke, Inc. will change its name to Daseke Companies, Inc.

Q:       What is the Earn-Out Consideration, and in what circumstances will it be payable to Daseke stockholders?

A:          The Merger Agreement provides that, in addition to the Closing Merger Consideration, Daseke stockholders will be entitled to receive additional contingent consideration of up to an additional 15.0 million shares of Hennessy Capital common stock (with up to 5.0 million shares payable annually with respect to 2017, 2018 and 2019 performance). The full Earn-Out Consideration is only payable if (i) the annualized Adjusted EBITDA (giving effect to acquisitions and as defined in the Merger Agreement) of Daseke for the fiscal years ending December 31, 2017, 2018 and 2019 is at least $140 million, $170 million and $200 million, respectively, and (ii) the closing share price of Company common stock is at least $12.00, $14.00 and $16.00 for any 20 trading days within any consecutive 30-trading day period during the fiscal years ending December 31, 2017, 2018 and 2019, respectively. The Earn-Out Consideration is only payable for a given year if (i) annualized Adjusted EBITDA (giving effect to acquisitions and as defined in the Merger Agreement) exceeds 90% of the applicable earn-out target and (ii) the applicable share price threshold has been satisfied. For each year, the 5.0 million earn-out shares shall be prorated to the extent the annualized Adjusted EBITDA of Daseke exceeds 90%, but represents less than 100%, of the applicable earn-out target. For more information, see “The Business Combination Proposal — The Merger Agreement — Earnout Consideration Structure.”

Q:       What equity stake will (i) current Hennessy Capital stockholders hold in the Company after the closing of the Business Combination and (ii) Hennessy Capital hold in Daseke after the closing of the Business Combination?

A:       We anticipate that, upon completion of the Business Combination, assuming (for illustrative purposes) redemptions of approximately 33% of our outstanding public shares, our existing stockholders will hold in the aggregate approximately 38.3% of our outstanding common stock (32.4% held by our public stockholders and 5.9% held by our initial stockholders, including our Sponsor), and Daseke stockholders will hold in the aggregate approximately 61.7% of our outstanding common stock. If public stockholders representing more than 33% of our outstanding public shares exercise their redemption rights, the percentage of our outstanding common stock held by our public stockholders will decrease and the percentages of our outstanding common stock held by our initial stockholders, including our Sponsor, and Daseke stockholders each will increase, in each case relative to the percentage held if approximately 33% of our outstanding public shares are redeemed. Conversely, if public stockholders representing less than 33% of our outstanding public shares exercise their redemption rights, the percentage of our outstanding common stock held by our public stockholders will increase and the percentages of our outstanding common stock held by our initial stockholders, including our Sponsor, and Daseke stockholders each will decrease, in each case relative to the percentage held if approximately 33% of our outstanding public shares are redeemed. Additionally, in each case, if the Backstop Commitment investors purchase shares of our common stock, the percentage of our outstanding common stock held by such investors (and correspondingly, the amount in the trust account) will increase and the percentage of our outstanding common stock held by our public stockholders will decrease, in each case relative to the percentage held if approximately 33% of our outstanding public

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shares are redeemed and no purchases of shares are made pursuant to the Backstop Commitment. These ownership percentages with respect to the post-combination company are for illustrative purposes only and (a) assume (1) the repurchase in full in cash of all shares held by Prudential and Main Street and (2) the forfeiture by the Sponsor of 2,544,988 founder shares in the aggregate in the Sponsor Share Forfeiture and in connection with the partial payment of the deferred IPO underwriting discounts and fees to the Investment Banks, and (b) do not take into account (1) the 35,040,664 warrants to purchase up to a total of 17,520,332 shares of Hennessy Capital common stock that will remain outstanding following the Business Combination, (2) the potential issuance of up to 15,000,000 shares of Hennessy Capital common stock as Earn-Out Consideration pursuant to the Merger Agreement, (3) the issuance of any equity awards under our proposed Incentive Plan following the Business Combination, (4) the issuance (or conversion) of any shares of Series A Convertible Preferred Stock that will be issued to the investors in our Preferred Financing, or (5) any purchases of shares of Hennessy Capital common stock that may be made pursuant to the Backstop Commitment. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Hennessy Capital’s existing stockholders in the post-combination company will be different. For more information, please see the section entitled “Summary of the Proxy Statement — Impact of the Business Combination on Hennessy Capital’s Public Float.”

Q:       What conditions must be satisfied to complete the Business Combination?

A:       There are a number of closing conditions in the Merger Agreement, including that our stockholders have approved and adopted the Merger Agreement and, unless waived by Daseke, the Director Election Proposal and Nasdaq Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Business Combination.”

Q:       Are there any arrangements to help ensure that the Company will have sufficient funds, together with the proceeds in its trust account, to fund the refinancing of existing Daseke indebtedness and certain additional payments related to the Business Combination?

A:       Yes. In order to ensure sufficient funds (after redemptions) to refinance certain existing Daseke indebtedness, pay transaction fees and expenses and use for general corporate purposes, we have entered into an agreement for the expected sale of $65.0 million of our Series A Convertible Preferred Stock in a private placement and debt commitment letters for an expected $350.0 million of debt financing (the “Debt Financing”). See the sections entitled “The Business Combination Proposal — Acquisition Financing” and “Hennessy Capital Management’s Discussion and Analysis of Financial Condition and Results of Operations — New Term Loan Facility.”

In addition, we have received commitments from investors in the Backstop Commitment to purchase up to $35.0 million in shares of our common stock (as and to the extent requested by us) through (i) open market or privately negotiated transactions with third parties, (ii) a private placement (at a purchase price of $10.00 per share) to occur concurrently with the consummation of the Business Combination, or (iii) a combination thereof, in order to help ensure that we receive sufficient funds from our trust account after redemptions to (among other things) fund the payment of the Main Street and Prudential Consideration. Since the Company will not receive any funds from the purchase of shares in the open market or in privately negotiated transactions, it is unlikely that Hennessy Capital will receive the full $35.0 million in proceeds contemplated by the Backstop Commitment. The investors in the Backstop Commitment have agreed not to transfer any Hennessy Capital common stock acquired by it pursuant to the Backstop Commitment until the earlier of (i) the closing of the Business Combination or (ii) the public announcement by the Company of the termination of the Purchase Agreement. In addition, the Backstop Commitment investors have agreed to vote their shares of common stock in favor of the Business combination proposal and other proposals at the special meeting.

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The issuance of 20% or more of our outstanding common stock pursuant to the Preferred Financing and any private placement of Hennessy Capital common stock made pursuant to the Backstop Commitment are contingent upon stockholder approval of the Business Combination Proposal, Proposal 2 and the Nasdaq Proposal and the consummation of the Business Combination. Any open market or privately negotiated transactions made pursuant to the Backstop Commitment are not contingent upon stockholder approval and the consummation of the Business Combination.

At closing of the Business Combination, Hennessy Capital and the investors in the Preferred Financing and Backstop Commitment will enter into the Registration Rights Agreement that provides for the registration of the shares of our common stock and preferred stock acquired by the parties to the respective subscription agreements (including the common stock into which the Series A Convertible Preferred Stock is convertible). The Registration Rights Agreement will also cover the shares of our common stock to be issued to Daseke stockholders under the Merger Agreement as well as the remaining founder shares, placement warrants held by each of our initial stockholders and any shares of our common stock issued to Main Street and Prudential pursuant to the Main Street and Prudential Agreement.

Q:       What is the Main Street and Prudential Agreement?

A:       Main Street and Prudential are Daseke stockholders with contractual rights, in certain circumstances, to require Daseke to repurchase their shares for cash. We, Daseke and the Walden Group have entered into the Main Street and Prudential Agreement, pursuant to which Daseke, Walden Group, Main Street and Prudential have conditionally agreed to (i) waive Main Street’s, Prudential’s and Walden Group’s rights of first refusal and Main Street’s and Prudential’s put option in connection with the Business Combination and the transactions contemplated thereby, (ii) consent to the Business Combination and (iii) terminate their existing side letters with Daseke and the Walden Group. We and Daseke, in turn, have agreed, subject to the terms and conditions set forth in the Main Street and Prudential Agreement, that Hennessy Capital will purchase, immediately prior to closing of the Business Combination, all of the shares of Daseke common stock held by Main Street and Prudential in exchange for aggregate consideration equal to the Main Street and Prudential Consideration. Such consideration will be allocated between cash and shares of Hennessy Capital common stock to be issued to Main Street and Prudential upon the closing of the Business Combination, with the cash portion of such consideration equal to a minimum of $25.0 million and the stock portion comprising the remainder of the consideration. The Main Street and Prudential Agreement provides for certain automatic adjustments that would reduce the amount of shares of Hennessy Capital common stock to be issued to Main Street and Prudential (based on a $10.00 per share price) and proportionately increase the cash to be paid to Main Street and Prudential. The adjustments are (i) an increase in the cash consideration equal to the amount of cash in the trust account that is not used to settle redemptions of Hennessy Capital common stock and (ii) an option to increase the cash consideration at the sole discretion of Hennessy Capital, in each case with a corresponding decrease in the number of shares to be issued. If the number of shares to be issued is reduced to zero, then Main Street and Prudential would receive an amount in cash equal to the Main Street and Prudential Consideration. In the event Main Street and Prudential are issued any shares of Hennessy Capital common stock pursuant to the Main Street and Prudential Agreement, they will be entitled to receive registration rights and a $500,000 fee in the aggregate to be paid by the Company.

With respect to shares of Hennessy Capital common stock received by Main Street and Prudential pursuant to the Main Street and Prudential Agreement, Hennessy Capital will use reasonable best efforts to facilitate the sale of the shares of Hennessy Capital common stock issued to Main Street and Prudential pursuant to the Letter Agreement, and upon the earlier to occur of (i) such time that all of such shares have been sold and (ii) the date that is 120 days after the closing of the Business Combination, Hennessy Capital shall pay to Main Street and Prudential an amount equal to the difference between the proceeds received from such sales and what would have been received if each sale had been consummated at $10.00 per share. Additionally, to the extent Hennessy Capital is unable to facilitate the sale of all of the shares

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of Hennessy Capital common stock issued to Main Street and Prudential within 120 days after the closing of the Business Combination, Hennessy Capital will, unless Main Street and Prudential elect to retain such unsold shares, pay to Main Street and Prudential an amount equal to the product of $10.00 and the number of such unsold shares.

Q:       Why is Hennessy Capital proposing the Charter Proposals?

A:       The proposed charter that we are asking our stockholders to approve in connection with the Business Combination provides for an increase in the number of authorized shares of our common stock and preferred stock, the classification of our board of directors into three separate classes, certain additional changes which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company and a consent to personal jurisdiction and service of process. In addition, to the extent that the Incentive Plan is approved, we will need to have additional authorized capital stock.

Q:       Why is Hennessy Capital proposing the Director Election Proposal?

A:       Upon the closing of the Business Combination, four of Hennessy Capital’s incumbent directors, Bradley Bell, Richard Burns, Peter Shea and Thomas J. Sullivan, shall resign, and we anticipate increasing the size of our board of directors from six to eight directors. The Hennessy Capital board has nominated Daniel J. Hennessy, Don R. Daseke and Mark Sinclair to serve as Class I directors for a term expiring at the Company’s annual meeting in 2019. See the section entitled “Director Election Proposal” for additional information. Unless waived by Daseke, approval of the Director Election Proposal is a condition to the consummation of the Business Combination pursuant to the Merger Agreement.

Q:       Why is Hennessy Capital proposing the Incentive Plan Proposal?

A:       The purpose of the Incentive Plan is to enable us to offer eligible employees, directors and consultants cash and stock-based incentive awards in order to attract, retain and reward these individuals and strengthen the mutuality of interests between them and our stockholders.

Q:       Why is the Company proposing the Nasdaq Proposal?

A:       We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a), (b) and (d), which require stockholder approval of the issuance of shares of stock in certain transactions that result in (1) the issuance of 20% or more of the voting power outstanding or shares of common stock outstanding before such issuance of stock and (2) a change of control. Pursuant to the Merger Agreement, assuming the earn-out is achieved in full under the Merger Agreement (and based on Daseke’s capitalization as of September 30, 2016), and assuming the Preferred Financing and Backstop Commitment are fully utilized, we anticipate issuing (i) up to an aggregate of approximately 40,482,982 shares of our common stock, subject to adjustment as described in the Merger Agreement, to Daseke stockholders as Total Merger Consideration pursuant to the Merger Agreement, (ii) up to an aggregate of approximately 5,652,174 shares of our common stock to one or more institutional accredited investors in connection with the Preferred Financing on an as-converted basis, (iii) up to an aggregate of approximately 3,891,892 shares of our common stock to one or more institutional accredited investors in a private placement pursuant to the Backstop Commitment (which includes 391,892 Utilization Fee Shares issued to investors in consideration for their Backstop Commitment) and (iv) up to an aggregate of 450,000 shares of our common stock in a private placement to the Investment Banks as partial payment for the deferred IPO underwriting discounts and fees. Because the number of shares of our common stock we anticipate issuing in the Business Combination (1) will constitute more than 20% of our outstanding common stock and more than 20% of outstanding voting power prior to such issuance and (2) will result in a change of control of Hennessy Capital, we are required to obtain stockholder approval of such issuances pursuant to Nasdaq Listing Rules 5635(a) and (b). In addition, since we may issue 20% or more of our outstanding common stock when considering together the Preferred Financing and the Backstop Commitment, we are required to obtain stockholder approval of such issuances pursuant to Nasdaq Listing

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Rules 5635(d). For more information, see the section entitled “Nasdaq Proposal.” Unless waived by Daseke, approval of the Nasdaq Proposal is a condition to the consummation of the Business Combination pursuant to the Merger Agreement. The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2.

Q:       What happens if I sell my shares of Hennessy Capital common stock before the special meeting?

A:       The record date for the special meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Hennessy Capital common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Hennessy Capital common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

Q:       What vote is required to approve the proposals presented at the special meeting?

A:       Approval of the Business Combination Proposal, Incentive Plan Proposal, Nasdaq Proposal and Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the special meeting. Accordingly, a Hennessy Capital stockholder’s failure to vote by proxy or to vote in person at the special meeting or the failure of a Hennessy Capital stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that stockholder’s shares not being counted towards the number of shares of Hennessy Capital common stock required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal or the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of the Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal or the Adjournment Proposal.

The approval of the Charter Proposals each require the affirmative vote of the holders of a majority of the outstanding shares of our common stock. Accordingly, a Hennessy Capital stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting or a broker non-vote with regard to any such proposal will have the same effect as a vote “AGAINST” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of our common stock represented in person or by proxy and entitled to vote thereon at the special meeting. This means that the three nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Abstentions and broker non-votes will have no effect on the election of directors.

Q:       May Hennessy Capital or the Sponsor, Hennessy Capital’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A:       In connection with the stockholder vote to approve the proposed Business Combination, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the consummation of the Business Combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any

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material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We have an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material nonpublic information and (ii) clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including, but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

Q:       How many votes do I have at the special meeting?

A:       Our stockholders are entitled to one vote at the special meeting for each share of Company common stock held of record at the close of business on January 31, 2017, the record date for the special meeting. As of the close of business on the record date, there were 24,949,885 outstanding shares of our common stock.

Q:       What constitutes a quorum at the special meeting?

A:       Holders of a majority in voting power of the Company’s common stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, a majority of our stockholders, present in person or represented by proxy, will have the power to adjourn the special meeting. As of the record date for the special meeting, 12,474,943 shares of our common stock would be required to achieve a quorum.

Q:       How will Hennessy Capital’s Sponsor, directors and officers vote?

A:       In connection with our IPO, we entered into agreements with each of our initial stockholders, consisting of the Sponsor, our directors, our executive officers and our advisor, pursuant to which each agreed to vote any shares of Hennessy Capital common stock owned by them in favor of the Business Combination Proposal. None of our initial stockholders has purchased any shares during or after our IPO in the open market and neither we nor our initial stockholders have entered into agreements, and are not currently in negotiations, to purchase shares. Currently, our Sponsor, certain of its affiliates and our independent directors own approximately 20% of our issued and outstanding shares of common stock, including all of the founder shares. However, our Sponsor, has agreed to the Sponsor Share Forfeiture, pursuant to which it will forfeit to the Company such number of founder shares equal to (a) approximately 2.3 million less (b) 50% of the Utilization Fee Shares to the Company for cancellation, and the Company will issue an equivalent number of newly issued shares of Hennessy Capital common stock to Daseke stockholders upon closing of the Business Combination as part of the Closing Merger Consideration. In addition, assuming the Backstop Commitment is utilized, the Sponsor will forfeit to the Company up to an additional 391,892 founder shares (which shares will be prorated to the extent less than the full $35.0 million commitment is utilized by the Company), and the Company will issue an equivalent number of newly issued shares of Hennessy Capital common stock as “Utilization Fee Shares” to the Backstop Commitment investors. Additionally, the Sponsor anticipates forfeiting an additional 270,000 founder shares prior to closing in connection with the payment of deferred underwriting discounts and fees to the Investment Banks.

In addition, concurrently with the execution of the Merger Agreement, our Sponsor and certain affiliates of our Sponsor, including Hennessy Capital Partners II LLC (collectively, the “Hennessy Stockholders”), entered into a Voting and Support Agreement with Daseke (the “Voting and Support Agreement”), a copy of which is attached hereto as Annex E. Pursuant to the Voting and Support Agreement, the Hennessy Stockholders have agreed, among other things, to vote the shares of Hennessy Capital common stock held by the Hennessy Stockholders (representing as of the date hereof approximately 20% of the voting power of the Company) in favor of all the proposals described in this proxy statement.

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Q:       How will the providers of the Backstop Commitment vote?

A:       Each provider of the Backstop Commitment has agreed to vote any shares of Hennessy Capital common stock acquired pursuant to the Backstop Commitment (excluding shares issued in any private placement portion thereof) in favor of all of the proposals described in this proxy statement.

Q:       What interests do Hennessy Capital’s current officers and directors have in the Business Combination?

A:       Our directors and executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. These interests include, among other things:

         up to the approximately 2.4 million total founder shares (after the Sponsor Share Forfeiture) that our Sponsor (or its members), executive officers and independent directors will hold following the Business Combination, subject to certain lock-up agreements, which would have a value at February 3, 2017 of approximately $24.7 million based on the closing price of Hennessy Capital common stock as reported by Nasdaq and that are not subject to redemption, and the fact that such shares will be worthless if we do not complete an initial business combination by July 28, 2017;

         the fact that our Sponsor paid an aggregate purchase price of $25,000, or approximately $0.005 per share, for its founder shares and such founder shares will have no value if we do not complete an initial business combination by July 28, 2017; as a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Business Combination consummated rather than lose whatever value is attributable to the founder shares;

         the fact that our Sponsor paid approximately $7,540,000, or $0.50 per warrant, for its placement warrants and such placement warrants will expire worthless if we do not complete an initial business combination by July 28, 2017; as a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Business Combination consummated rather than lose whatever value is attributable to the placement warrants;

         if Hennessy Capital is unable to complete a business combination by July 28, 2017, our Chief Executive Officer will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Hennessy Capital for services rendered or contracted for or products sold to Hennessy Capital, but only if such a vendor or target business has not executed a waiver of claims against the trust account and except as to any claims under our indemnity of the underwriters;

         the continuation of two of our six existing directors as directors of the combined company; and

         the continued indemnification of current directors and officers of the Company and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. These interests were considered by our Board when our Board approved the Business Combination.

Q:       What happens if I vote against the Business Combination Proposal?

A:       If the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination and close such transaction by July 28, 2017 (subject to the requirements of law), we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.

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Q:       Do I have redemption rights?

A:          If you are a holder of public shares, you may redeem your public shares for cash equal to a pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of our IPO as of two business days prior to the consummation of the Business Combination, less taxes payable or amounts released to us for working capital, upon the consummation of the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, of 20% or more of the outstanding public shares. Our Sponsor and initial stockholders have agreed to waive their redemption rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the trust account of approximately $199.7 million on September 30, 2016 (approximately $0.1 million of which was withdrawn in October 2016 for taxes and working capital purposes), the estimated per share redemption price would have been approximately $10.00. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of taxes payable and dissolution expenses) in connection with the liquidation of the trust account. If the Business Combination is not consummated, we may enter into an alternative business combination and close such transaction by July 28, 2017 (subject to the requirements of law).

Q:       As long as I vote on the Business Combination Proposal, will how I vote affect my ability to exercise redemption rights?

A:       No. You may exercise your redemption rights whether you vote your shares of Hennessy Capital common stock for or against the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q:       How do I exercise my redemption rights?

A:       In order to exercise your redemption rights, you must (i) check the box on the proxy card to elect redemption, (ii) check the box on the proxy card marked “Stockholder Certification”, (iii) affirmatively vote either for or against the Business Combination Proposal and, (iv) prior to 5:00 p.m., Eastern time on February 23, 2017 (two business days before the special meeting), (x) submit a written request to our transfer agent that we redeem your public shares for cash, and (y) deliver your stock to our transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?” below.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:       What are the federal income tax consequences of exercising my redemption rights

A:       Hennessy Capital stockholders who exercise their redemption rights to receive cash from the trust account in exchange for their shares of Hennessy Capital common stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the

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redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Hennessy Capital common stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution if it does not effect a meaningful reduction in the redeeming stockholder’s percentage ownership in Hennessy Capital, taking into account certain attribution rules. Any such distribution will be treated as dividend income to the extent of our current or accumulated earnings and profits. Any distribution in excess of our earnings and profits will reduce the redeeming stockholder’s basis in the Hennessy Capital common stock, and any remaining excess will be treated as gain realized on the sale or other disposition of the Hennessy Capital common stock. See the section entitled “The Business Combination Proposal—Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.”

Q:       If I am a Hennessy Capital warrant holder, can I exercise redemption rights with respect to my warrants?

A:       No. The holders of our warrants have no redemption rights with respect to our warrants.

Q:       If I am a Hennessy Capital unit holder, can I exercise redemption rights with respect to my units?

A:       No. Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:       Do I have appraisal rights if I object to the proposed Business Combination?

A:       No. There are no appraisal rights available to holders of Hennessy Capital common stock in connection with the Business Combination.

Q:       What happens to the funds held in the trust account upon consummation of the Business Combination?

A:       If the Business Combination is consummated, the funds held in the trust account will be released to pay (i) first, to Hennessy Capital stockholders who properly exercise their redemption rights, (ii) second, after all redemption payments are made, to repurchase up to all of the shares of Hennessy Capital common stock (at $10.00 per share value) issued to Main Street and Prudential pursuant to the Main Street and Prudential Agreement, (iii) third, the

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remaining cash balance (if any) will be used to pay up to $34.4 million (of which we currently estimate all to be incurred and payable) of fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees and approximately $10.4 million of financing costs relating to the Debt Financing, including an original issue discount of approximately $2.5 million and placement fees of approximately $7.9 million) that were incurred by the Company and Daseke combined in connection with the Business Combination and deferred underwriting commissions payable to the underwriters of our IPO, and (iv) fourth, the remaining cash balance (if any) will be used to repay certain additional existing Daseke indebtedness.

Q:       What happens if the Business Combination is not consummated?

A:       There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “The Business Combination Proposal — The Merger Agreement — Termination” for information regarding the parties’ specific termination rights.

If we do not consummate the Business Combination and fail to complete an initial business combination by July 28, 2017 (subject to the requirements of law), the existing charter provides that we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and working capital released to us, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

We expect that the amount of any distribution our public stockholders will be entitled to receive upon our dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Hennessy Capital’s obligations under the Delaware General Corporation Law (“DGCL”) to provide for claims of creditors and other requirements of applicable law. Holders of our founder shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to Hennessy Capital’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q:       When is the Business Combination expected to be completed?

A:       It is currently anticipated that the Business Combination will be consummated promptly following the special meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Business Combination.”

Q:       What do I need to do now?

A:       You are urged to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

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Q:       How do I vote?

A:       If you were a holder of record of our common stock at the close of business on January 31, 2017, the record date for the special meeting, you may vote with respect to the proposals in person at the special meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:       What will happen if I abstain from voting or fail to vote at the special meeting?

A:       At the special meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. A failure to vote or an abstention will have the same effect as a vote “AGAINST” the Charter Proposals, but will have no effect on the other proposals (but, in the case of Proposal 2, is the practical equivalent to a vote AGAINST the Business Combination Proposal). Additionally, if you abstain from voting or fail to vote at the special meeting, you will not be able to exercise your redemption rights (as described above).

Q:       What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:       Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal described herein and in favor of all director nominees.

Q:       If I am not going to attend the special meeting in person, should I return my proxy card instead?

A:       Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:       If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:       No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:       May I change my vote after I have mailed my signed proxy card?

A:       Yes. You may change your vote by sending a later-dated, signed proxy card to our secretary at the address listed below so that it is received by our secretary prior to the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our secretary, which must be received by our secretary prior to the special meeting.

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Q:       What should I do if I receive more than one set of voting materials?

A:       You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:       Who will solicit and pay the cost of soliciting proxies?

A:       Hennessy Capital will pay the cost of soliciting proxies for the special meeting. Hennessy Capital has engaged Morrow Sodali, LLC (“Morrow”) to assist in the solicitation of proxies for the special meeting. Hennessy Capital has agreed to pay Morrow a fee of $27,500 plus costs and expenses and a per call fee for any incoming or outgoing stockholder calls for such services, which fee also includes Morrow acting as the inspector of elections at the special meeting. Hennessy Capital will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Hennessy Capital will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Hennessy Capital’s common stock for their expenses in forwarding soliciting materials to beneficial owners of Hennessy Capital’s common stock and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:       Who can help answer my questions?

A:       If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card, you should contact:

Nicholas A. Petruska, Executive Vice President, Chief Financial Officer and Secretary
700 Louisiana Street, Suite 900
Houston, Texas 77002
Tel: (713) 300-8242
Email: npetruska@hennessycapllc.com

You may also contact our proxy solicitor at:

Morrow Sodali, LLC
470 West Avenue
Stamford, CT 06902
Tel: (800) 662-5200 or banks and brokers can call collect at (203) 658-9400
Email: hennessyII.info@morrowsodali.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our transfer agent prior to the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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Summary of the Proxy Statement

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting, you should read this entire proxy statement carefully, including the annexes. See also the section entitled “Where You Can Find More Information.” This proxy statement also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Unless otherwise specified, all share calculations (a) assume (1) the repurchase in full in cash of all shares held by Prudential and Main Street and (2) the forfeiture by the Sponsor of 2,544,988 founder shares in the aggregate in the Sponsor Share Forfeiture and in connection with the partial payment of the deferred IPO underwriting discounts and fees to the Investment Banks, and (b) do not take into account (1) the 35,040,664 warrants to purchase up to a total of 17,520,332 shares of Hennessy Capital common stock that will remain outstanding following the Business Combination, (2) the potential issuance of up to 15,000,000 shares of Hennessy Capital common stock as Earn-Out Consideration pursuant to the Merger Agreement, (3) the issuance of any equity awards under our proposed Incentive Plan following the Business Combination, (4) the issuance (or conversion) of any shares of Series A Convertible Preferred Stock that will be issued to the investors in our Preferred Financing, or (5) any purchases of shares of Hennessy Capital common stock that may be made pursuant to the Backstop Commitment.

Parties to the Business Combination

Hennessy Capital Acquisition Corp. II

Hennessy Capital is a Delaware special purpose acquisition company incorporated on April 29, 2015 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Hennessy Capital and one or more businesses.

Hennessy Capital’s securities are traded on Nasdaq under the ticker symbols “HCAC,” “HCACU” and “HCACW.” We have applied to continue the listing of our common stock and warrants on Nasdaq under the new symbols “DSKE” and “DSKEW”, respectively, upon the closing of the Business Combination.

The mailing address of Hennessy Capital’s principal executive office is 700 Louisiana Street, Suite 900, Houston, Texas 77002 and its phone number is (713) 300-8242.

Daseke, Inc.

Daseke, Inc. (together with its consolidated subsidiaries, “Daseke”) is a Delaware corporation incorporated in November 2008. In the Business Combination, a subsidiary of Hennessy Capital will merge with and into Daseke, whereupon the separate existence of the subsidiary will cease and Daseke will be the surviving company and a wholly owned direct subsidiary of Hennessy Capital.

The mailing address of Daseke, Inc.’s principal executive office is 15455 Dallas Parkway, Suite 440, Addison, Texas 75001 and its phone number at that address is (972) 248-0412.

Daseke Business Overview

Daseke is a leading consolidator of the open deck freight market in North America and, of the 50 largest U.S. trucking companies, was one of the fastest-growing companies in 2015.3 Through its acquisition of nine operating companies, Daseke believes it has become the largest owner of open deck equipment4 and the second largest provider of open deck transportation and logistics

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3           Journal of Commerce, April 2016

4           CCJ Top 250, September 2016

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solutions by revenue in North America.5 From 2009 to 2015, Daseke has grown revenue from $30 million to $679 million at a compound annual growth rate (“CAGR”) of 68%, net income (loss) from $(0.4) million to $3 million, and Adjusted EBITDA from $6 million to $97 million at a CAGR of 57%.6

Don R. Daseke, Daseke’s founder, Chairman, President and Chief Executive Officer, initially identified the opportunity to consolidate the open deck freight market when he made his first investment in the sector by acquiring a small specialty transportation and logistics solutions provider, Smokey Point Distributing, Inc. (“Smokey Point”) in 2008. Mr. Daseke realized that most open deck operators were small, family-owned companies, and there was neither a national carrier nor a publicly traded company focused on the sector. These dynamics created a highly fragmented industry, ripe for consolidation, and Mr. Daseke recognized the significant value in building a national open deck transportation and logistics provider.

Over the past eight years, Mr. Daseke and Daseke’s management team have been focused on the execution of this vision and have grown Daseke into a leading provider of open deck transportation and logistics solutions that is able to provide substantial capacity to national customers. Since acquiring Smokey Point, Mr. Daseke and Daseke’s management team have strategically acquired eight other companies — E.W. Wylie Corporation, J. Grady Randolph, Inc., Central Oregon Truck Company, Inc., Boyd Bros. Transportation, Inc., WTI Transport, Inc., Lone Star Transportation, LLC, Bulldog Hiway Express and Hornady Transportation, LLC — creating a national network of open deck transportation and logistics companies.

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5         “Top 100 For-Hire Carriers,” 2016 Transport Topics

6           Adjusted EBITDA is not a recognized measure under GAAP. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, see “Selected Historical and Pro Forma Consolidated Financial and Other Data of Daseke — Non-GAAP Financial Measures.”

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Having successfully acquired and integrated nine companies, Daseke has established a track record of growing its business through strategic and complementary acquisitions that will continue to be a key component of its business plan going forward. Daseke has an identified pipeline of more than 20 potential acquisition candidates, including nine high-priority target businesses representing in the aggregate $643 million in revenue and $100 million in Adjusted EBITDA that Daseke’s management is focused on successfully executing over the next several years.7

In addition to its strategic acquisition strategy, Daseke has also established a track record of successfully integrating and growing companies post-acquisition. Within 24 months after being acquired by Daseke, although average net income significantly declined,8 Daseke’s acquired companies achieved approximately 20% Adjusted EBITDA growth on average.9

Daseke’s successful execution of its acquisition and growth strategy has established the company as a scaled, national carrier, providing significant advantages over sub-scale competitors who may struggle to meet evolving market demands. Daseke is the only pure play national provider of open deck solutions, and Daseke management believes the company’s ability to leverage its scale provides significant purchasing power, more favorable terms for capital and the infrastructure in place to deal with increasing safety and environmental regulations. Further, national customers want to work with national carriers, and Daseke’s platform provides the carrier consolidations that large, blue-chip accounts seek.

Daseke believes that it provides one of the most comprehensive transportation and logistics solutions offerings in the open deck industry. Daseke delivers a diverse offering of transportation and logistics solutions to approximately 4,500 customers across 49 U.S. states, Canada and Mexico. Daseke believes that its nationwide network of more than 40 terminals (shown below), comprehensive suite of high-quality, value-added solutions, specialized knowledge, ability to commit company-owned capacity to its customers and longstanding customer relationships with blue-chip clients represent significant competitive advantages.

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7           Based on latest available financials for 12-month period provided by potential acquisition targets. Although Daseke has an identified pipeline of acquisition targets and believes that, after the consummation of the Business Combination, it will have sufficient financial resources to execute its acquisition plans over the next several years, any acquisitions will be dependent on, among other things, the results of its due diligence and Daseke may not complete any acquisitions in its pipeline.

8           On average, net income of the acquired companies (other than Smokey Point, for which net income with a sufficient level of reliability is not available for the year prior to its acquisition by Daseke) decreased 149% within the first 24 months after being acquired by Daseke, based on the companies’ net income for the year prior to Daseke’s acquisition as compared to net income for the second year following Daseke’s acquisition (except for Bulldog and Hornady, which were acquired in 2015, for which the comparisons are to projected 2016 net income). This decrease in net income was generally due to increases in income taxes (typically due to being subject to corporate-level taxes), interest expense (typically due to increased leverage) and depreciation and amortization expense (due to basis being stepped-up as a result of the acquisition). Because income taxes, interest expense and depreciation and amortization do not reflect core operating performance, Daseke believes Adjusted EBITDA is more meaningful than net income in evaluating growth at acquired companies.

9           This growth rate is the simple average of Adjusted EBITDA growth at the companies acquired by Daseke (other than Smokey Point, for which Adjusted EBITDA with a sufficient level of reliability is not available for the year prior to its acquisition by Daseke), based on the companies’ Adjusted EBITDA for the year prior to Daseke’s acquisition as compared to Adjusted EBITDA for the second year following Daseke’s acquisition (except for Bulldog and Hornady, which were acquired in 2015, for which the comparisons are to projected 2016 Adjusted EBITDA). Including Smokey Point’s Adjusted EBITDA growth from the first year after its acquisition by Daseke to the second year, the growth rate of the acquired companies’ Adjusted EBITDA would have been 21.5%.

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(1)         Daseke tractors do not go into Mexico, only trailers and freight do; tractors are supplied by Mexican carrier-partners.

(2)         Daseke locations may have more than one terminal or sales officer per location.

In addition, delivering high-quality open deck transportation and logistics solutions requires deep industry expertise, highly trained drivers with proper licenses and hauling permits, extensive coordination with local officials, specialized handling techniques, high safety standards and extensive liability insurance coverage. Daseke believes its combination of these capabilities distinguishes it from its competitors. Furthermore, with its focus on quality and safety, Daseke believes it is well-positioned to deliver freight with efficiency and low damage rates, enabling it to maintain its position as a premier open deck transportation services provider.

Daseke’s customers, many of whom are Fortune 500 companies, rely on it to transport mission-critical loads, making it an integral part of their supply chains. Daseke’s ability to dependably transport high-value, complex and time-sensitive loads as well as provide the value-added logistics services required to plan, transport and deliver loads has resulted in longstanding and established customer relationships. Examples of the freight Daseke regularly transports include aviation parts, manufacturing equipment, structural steel, pressure vessels, wind turbine blades, heavy equipment and building and construction materials. Although Daseke’s transportation services agreements with its customers are generally terminable on 30 to 60 days’ notice, relationships with its top ten customers exceed 20 years on average.

Daseke operates an “asset right” business model that combines strategic equipment ownership with complementary asset-light operations, which maximizes scale, growth, flexibility and profitability. Asset-based operations have the benefit of providing shippers with certainty of delivery and continuity of operations, which is often a customer requirement. Alternatively, Daseke’s asset-light operations offer flexibility and scalability to meet customers’ dynamic needs and have lower fixed costs, lower capital expenditure requirements and higher returns on invested capital. Daseke’s asset-light operations provide the ability to expand during periods of high demand with minimal incremental investment and the ability to contract during times of lower demand with limited redundancy costs or under-utilized assets. Daseke’s asset-light service solutions consist of owner-operator transportation and freight brokerage, which generated approximately 38% of its freight and brokerage revenue in 2015 and approximately 34% for the nine months ended September 30, 2016.

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Daseke’s Industry10

Overview of the Open Deck Freight Market. The open deck freight market is expected to represent an approximately $133 billion subset of the broader transportation and logistics market in 2016 and is expected to grow to $174 billion in 2019. Open deck freight is defined as loads secured atop trailer decks without sides or a roof and is generally both complex and time-sensitive. These routes are frequently more irregular than dry-van routes due to the nature of the freight. Open deck lanes stretch across the country, with particular density around corridors of significant lumber, steel and machinery production, notably in the Southeast, Midwest and West Coast regions of the United States.

         Complex and time-sensitive freight: The complexity and time-sensitivity of open deck freight separates it from regular dry-van freight. The open deck industry requires highly trained drivers and specialized equipment with the ability to handle uniquely shaped and overweight cargo. Specialized loads often require specific expertise to address the additional administrative paperwork, proper licenses and hauling permits, extensive coordination with local officials and escort vehicles. Furthermore, high-value loads demand increased liability insurance that smaller competitors often cannot provide.

         Fragmented industry ripe for consolidation: The open deck industry is highly fragmented and as of year-end 2014, 89% of flatbed fleets and 85% of specialized fleets had fewer than ten trucks and only 11% of open deck providers had between 10 and 1,000 trucks. This fragmentation, combined with the current regulatory and capacity environment, favors carriers of scale who can provide capacity, the right equipment and consistency in service to meet the demands of the largest shippers. Shippers are also increasingly consolidating their transportation needs among a small number of preferred providers. These dynamics present an opportunity for consolidation by the largest providers.

         Driver supply and capacity: Open deck hiring needs are expected to increase by over 100,000 drivers per year through 2020 primarily due to the regulatory climate and a robust demand environment. This will likely lead to capacity shortfalls. The driver supply shortfall is particularly acute in the open deck sector due to the physical demands and expertise required for load planning and cargo securement. This environment should favor the highest-quality operators who are best positioned to attract and retain talented, experienced drivers. Constrained capacity is also expected to drive rate increases when a tight supply environment is paired with a strong demand climate.

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10      Industry information presented in this section was provided by FTR Associates, Inc. (“FTR”), whom Daseke engaged to provide analysis of its industry. Although we believe FTR and other third-party sources cited herein are reliable as of their respective dates, neither we nor Daseke have independently verified the accuracy or completeness of this information.

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         Capacity-restricting regulatory climate: The current regulatory climate for the entire trucking industry, which includes implementation of hours-of-service (“HOS”) limitations through Electronic Logging Devices (“ELDs”), is expected to reduce capacity and as a result, drive rate increases. ELDs, which monitor driver compliance to HOS regulations decrease the number of available driver hours and thereby reduce capacity. While these devices only had 15% market penetration as of August 2015, primarily among the largest carriers, the Federal Motor Carrier Safety Administration (the “FMCSA”) has mandated ELDs in all interstate commercial trucks by December 2017. Over 93% of Daseke’s company-owned tractors already have ELDs installed, and the remaining tractors are on schedule for ELD-installation by or before the FMCSA deadline. Smaller carriers employing lower safety standards are likely to be challenged by this mandate, which provides an advantage to carriers who have already complied and adapted to ELDs because most fleets initially experience decreased performance when first using ELDs. FTR estimates that after the ELD mandate is fully in effect in December 2017, 3% of all capacity (net equivalent of approximately 110,000 trucks) will be removed from the road. In addition to ELDs, in August 2016, in an effort to reduce the severity of crashes involving heavy-duty vehicles, the FMCSA, in conjunction with the National Highway Traffic Safety Administration (the “NHTSA”), proposed a rule that would require all newly manufactured heavy-duty trucks to have speed limiters installed. If approved, the rule would result in reduced capacity in the industry, with each reduced mile estimated to remove the net equivalent of 67,000 trucks. According to the FMCSA and the NHTSA, the speed limiter requirement, if adopted, would likely affect smaller companies most adversely due to the reduction in miles that they can cover with current resources. The majority of Daseke’s company-owned fleet is already equipped with self-imposed speed limiters.

Daseke’s Business

Having acquired and integrated nine companies since 2008, Daseke was one of the fastest-growing companies in 2015 of the 50 largest U.S. trucking companies, and believes it is the largest owner of open deck equipment and second largest provider of open deck transportation and logistics solutions by revenue in North America. Daseke’s open deck fleet consists of approximately 3,000 tractors and 6,000 trailers, which allows it to serve the largest national customers throughout North America. In 2015, Daseke’s company and owner-operator drivers drove approximately 247 million miles, pro forma for the Bulldog Acquisition and the Hornady Acquisition (each described in “— Daseke’s Significant Acquisitions in 2015”). Daseke provides solutions that can broadly be classified under three categories:

         Company freight (64% of Daseke’s 2015 pro forma freight and brokerage revenue, after giving effect to the Bulldog Acquisition and the Hornady Acquisition) are loads that are fulfilled by company-owned equipment. As of September 30, 2016, Daseke operated a fleet of 2,305 company-owned tractor units and 6,270 trailers, supported by 2,127 company drivers.

         Owner-operator freight (19% of Daseke’s 2015 pro forma freight and brokerage revenue, after giving effect to the Bulldog Acquisition and the Hornady Acquisition) consists of loads transported by independent contractors who provide asset-light capacity to Daseke under exclusive arrangements. As of September 30, 2016, owner-operators of Daseke operated a fleet of 663 tractor units.

         Freight brokerage (17% of Daseke’s 2015 pro forma freight and brokerage revenue, after giving effect to the Bulldog Acquisition and the Hornady Acquisition) refers to non-asset services in which Daseke arranges for third-party transportation and logistics companies under non-exclusive contractual arrangements to haul freight that does not fit within its network or economic objectives. Daseke leverages relationships with a large and diverse group of more than 5,000 third-party carriers to provide scalable capacity and reliable service to its customers.

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Daseke provides these solutions through two reportable segments: Flatbed Solutions and Specialized Solutions.

         Flatbed Solutions focuses on delivering transportation and logistics solutions that principally require the use of flatbed and retractable-sided transportation equipment. Daseke’s Flatbed Solutions segment hauls construction products, building materials, roofing, aluminum, iron and steel, among other products. As of September 30, 2016, Daseke’s Flatbed Solutions segment operated 1,622 tractors and 2,857 trailers. Daseke’s Flatbed Solutions segment generated revenue of $329 million in 2015 (after giving pro forma effect to the Hornady Acquisition) and $237 million during the nine months ended September 30, 2016.

         Specialized Solutions focuses on delivering transportation and logistics solutions that principally include super heavy haul, high-value customized, over-dimensional, step deck and removable gooseneck (“RGN”) solutions. Many of the shippers served by Daseke’s Specialized Solutions segment require highly engineered solutions and customized equipment to meet their unique transportation needs. Examples of the products Daseke’s Specialized Solutions segment haul include aviation parts, wind turbines, agricultural equipment, building and construction equipment, manufacturing equipment and industrial machinery. As of September 30, 2016, Daseke’s Specialized Solutions segment operated 1,346 tractors and 3,413 trailers. Daseke’s Specialized Solutions segment generated revenue of $397 million in 2015 (after giving pro forma effect to the Bulldog Acquisition) and generated revenue of $268 million during the nine months ended September 30, 2016.

Below are charts that show the contribution of each reportable segment to Daseke’s consolidated total revenue, net income and Adjusted EBITDA for 2015 on a pro forma basis, giving effect to the Bulldog Acquisition and the Hornady Acquisition, and the nine months ended September 30, 2016. Adjusted EBITDA is not a recognized measure under accounting principles generally accepted in the United States (“GAAP”). For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss), see “Selected Historical and Pro Forma Consolidated Financial and Other Data of Daseke — Non-GAAP Financial Measures.”

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(1)         Percentages are calculated based on revenues of each segment, inclusive of $2.1 million and $2.4 million of intersegment revenues for the Flatbed Solutions segment and the Specialized Solutions segment, respectively. Such intersegment revenues are eliminated in Daseke’s consolidated results.

(2)       Percentages are calculated based on the net income of each segment, without including $10.0 million of unallocated corporate overhead in either the numerator or denominator.

(3)         Percentages are calculated based on the Adjusted EBITDA of each segment, without including $1.9 million of unallocated corporate overhead in either the numerator or denominator.

(4)         Percentages are calculated based on revenues of each segment, inclusive of $1.5 million and $2.0 million of intersegment revenues for the Flatbed Solutions segment and the Specialized Solutions segment, respectively. Such intersegment revenues are eliminated in Daseke’s consolidated results.

(5)         Percentages are calculated based on the net income of each segment, without including $11.5 million of unallocated corporate overhead in either the numerator or denominator.

(6)         Percentages are calculated based on the net income of each segment, without including $9.1 million of unallocated corporate overhead in either the numerator or denominator.

Daseke’s Competitive Strengths

Daseke believes the following characteristics of its business position it as a leading consolidator of open deck solutions in North America and will allow it to continue to capture market opportunities in the future:

         Strong track record of successfully completing and integrating acquisitions and well-positioned to capitalize on future consolidation opportunities. Since its inception, Daseke has successfully acquired and integrated nine high-quality companies at an average multiple of 4.9x the acquired companies’ trailing 12 months Adjusted EBITDA.11 Daseke follows a disciplined strategy for identifying and completing acquisitions and targets companies with strong and dedicated management teams who are leaders in the open deck industry and willing to remain as part of the company post-acquisition, long-term proven track records of financial performance, attractive geographic coverage, high-quality, additive customer bases and strong cultural fit. Daseke’s acquisitions have added density to core markets, increased its operational expertise, added complementary coverage to key routes, diversified its service offerings, added new customers and expanded its cross-selling efforts. As a public company, Daseke believes it will continue to be viewed as a preferred acquirer for the type of open deck companies Daseke seeks.

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11      This multiple has been calculated using the acquired companies’ Adjusted EBITDA for the trailing 12 months prior to Daseke’s acquisition, excluding Smokey Point, for which Adjusted EBITDA with a sufficient level of reliability is not available for such period. Using Smokey Point’s Adjusted EBITDA for the first year after its acquisition by Daseke for such calculation would have resulted in the same multiple of 4.9x.

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         Highly experienced management team aligned with stockholders. Daseke’s management team is highly experienced. With an average of over 28 years of service at their respective companies, Daseke’s operating companies’ presidents, which include the immediate past chairman of the American Trucking Association, have significant experience in managing businesses through a full range of business and market conditions. In addition, key management at the corporate level and at Daseke’s operating companies are meaningful stockholders in Daseke and, upon consummation of the Business Combination, are expected to own more than 50% of the combined company’s common stock.12 Such persons will not be selling any shares in connection with the Business Combination. Mr. Daseke, the founder, Chairman, President and Chief Executive Officer of Daseke and the largest shareholder, has agreed to a three-year lock-up period (excluding 10% of such shares held by Mr. Daseke which may be donated to charities or educational institutions and which will be subject to a 180-day lock-up period from the transfer date) while key management personnel have each agreed to a 180-day lock-up agreement relating to the shares they will receive in the Business Combination. This continued, meaningful ownership stake closely aligns the interests of management with those of Daseke, the combined company and its other stockholders. Furthermore, pursuant to the Merger Agreement, management and Daseke’s other stockholders will be entitled to an earn-out of up to an additional 15 million shares of the combined company’s common stock if specified share price thresholds and annualized Adjusted EBITDA (giving effect to acquisitions and as defined in the Merger Agreement) targets over the next three years are achieved, which further aligns their incentives to maximize returns for the combined company and its other stockholders.

         Track record of organic growth post-acquisition. Daseke has established a track record of successfully integrating and growing companies post-acquisition. Within 24 months after being acquired by Daseke, although average net income significantly declined,13 Daseke’s acquired companies achieved approximately 20% Adjusted EBITDA growth on average.14 Daseke is able to leverage its scale to provide each of its operating companies with cost-savings (e.g., through joint-purchasing of items such as fuel, insurance, equipment and tires), access to broader capacity, a deeper knowledge base, cross-selling opportunities and additional capital post-acquisition to enhance growth. At the same time, by retaining key management and brands of its acquired companies, which have been continuously serving the open deck market for more than 55 years on average, Daseke enhances continuity with customers.

         Diversified blue-chip customer base and broad end-market exposure. Due to its consistent service and dependability, Daseke has approximately 4,500 customers, which include national, brand name accounts who prefer to work with scaled national carriers. Approximately 95% of its revenue in 2015 was derived from direct customer relationships. For the nine months ended September 30, 2016, Daseke’s top ten customers were (in alphabetical order): Boeing, Caterpillar, Gamesa Wind US, General Electric, Georgia-Pacific, Metromont, Nucor, Owens Corning, USG and Vestas. During

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12      Assumes (for illustrative purposes) redemptions of approximately 67% of outstanding Hennessy Capital public shares.

13      On average, net income of the acquired companies (other than Smokey Point, for which net income with a sufficient level of reliability is not available for the year prior to its acquisition by Daseke) decreased 149% within the first 24 months after being acquired by Daseke, based on the companies’ net income for the year prior to Daseke’s acquisition as compared to net income for the second year following Daseke’s acquisition (except for Bulldog and Hornady, which were acquired in 2015, for which the comparisons are to projected 2016 net income). This decrease in net income was generally due to increases in income taxes (typically due to being subject to corporate-level taxes), interest expense (typically due to increased leverage) and depreciation and amortization expense (due to basis being stepped-up as a result of the acquisition). Because income taxes, interest expense and depreciation and amortization do not reflect core operating performance, Daseke believes Adjusted EBITDA is more meaningful than net income in evaluating growth at acquired companies.

14      See footnote 9 for information regarding the calculation of this growth rate.

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this period, such customers accounted for approximately 36% of its revenue; however, no customer represented more than 8% of its revenue. Relationships with these top ten customers span more than 20 years on average at Daseke’s operating divisions. Daseke’s customers represent a broad and attractive range of end markets. Examples of the freight Daseke regularly transports include aviation parts, manufacturing equipment, structural steel, pressure vessels, wind turbine blades, heavy equipment and building and construction materials. Because its customers are generally in the industrial and manufacturing sector, as is typical for open deck services providers, Daseke is not subject to the same consumer-related issues as dry van trucking companies, whose freight typically include consumer goods. Daseke believes the diversity of its customer base and the strength of its customer relationships, combined with the broad and attractive range of end markets to which it provides services, present an opportunity to grow market share regardless of macroeconomic and end-market conditions.

         Leading consolidator of the open deck freight market, with a comprehensive North American terminal footprint. Daseke is a leading consolidator of the open deck freight market in North America and believes it is the second largest provider of open deck transportation and logistics solutions by revenue in North America in a highly fragmented and regionalized industry. With its nationwide network of more than 40 terminals, Daseke provides sufficient capacity to serve the largest national customers’ open deck requirements and currently serves approximately 4,500 customers across 49 U.S. states, Canada and Mexico. Daseke believes its scale, specialized expertise and infrastructure provide it with key advantages relative to its smaller and predominately regionally-focused competitors. These advantages include: a strategic presence in major manufacturing markets with established lanes in critical corridors across North America; cross-selling opportunities across its breadth of expertise; superior insights into its competitive environment; higher and more systematic safety standards; greater access to drivers and a more diverse set of opportunities to offer them; the ability to flex capacity according to customers’ needs; and operating and cost efficiencies from its scalable infrastructure. Daseke believes its leading market position and nationwide presence, combined with its commitment to flexible, reliable and timely load delivery, enhances its ability to drive sales among existing customers, attract new customers and achieve long-term customer retention.

         Resilient “asset right” business model combining strategic equipment ownership with complementary asset-light operations. Daseke maintains a balanced revenue mix, and approximately 66% of its freight and brokerage revenue for the nine months ended September 30, 2016 was derived from company-owned equipment, complemented by approximately 34% from its asset-light services, which consist of owner-operator transportation and freight brokerage operations. Asset-based operations have the benefit of providing shippers with certainty of delivery and continuity of operations, which is often a customer requirement. Alternatively, Daseke’s asset-light operations offer flexibility and scalability to meet customers’ dynamic needs and have lower fixed costs, lower capital expenditure requirements and higher returns on invested capital. The primary operational advantages of maintaining a balanced “asset right” mix of company-owned assets and asset-light freight capacity are:

-          Ability to provide customers with the certainty of company-owned freight capacity;

-          Ability to adjust capacity quickly through third-party resources;

-          Ability to expand with minimal incremental capital expenditures and fixed costs;

-          Ability to contract with limited redundancy costs or under-utilized assets;

-          Ability to extend service to less strategically desirable lanes through third-party capacity providers;

-          More variable operating cost structure and higher return on invested capital; and

-          Reduced capital expenditures and capital intensity.

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By utilizing a balanced “asset right” operating model, Daseke believes it is able to maximize the flexibility of its capital spending and cost structure in response to demand fluctuations, thereby enhancing its cash flows and margin stability across a range of operating environments. Daseke expects its free cash flow to increase to approximately $53-$56 million in 2016 as compared to $30 million in 2015, despite an expected decline in Adjusted EBITDA over the same period, and as compared to $(0.3) million in 2014 and $3 million in 2013.15

         Public company status. Upon consummation of the Business Combination, Daseke will be the only public transportation and logistics provider focused exclusively on open deck freight. Daseke believes that its public company status will further enhance its already well-known brand with both customers and potential acquisition targets. Daseke expects that it will be able to use its public stock as currency for acquisitions in support of its consolidation strategy. Furthermore, as tool to increase driver retention, Daseke intends to offer its company drivers equity ownership in the combined company through the combined company’s new long-term equity incentive plan, thereby making its employed drivers “business owners” and aligning their interests with the long-term success of the company. Daseke believes this equity program will be the first of its kind in the North American open deck transportation and logistics sector. Daseke believes this equity program and its other driver development programs will enable it to reduce recruitment and training costs, thereby improving its margins as well as its service quality through long-tenured employees.

         Modern fleet. Daseke operates a modern fleet and employs sophisticated truck technology that enhances its operational efficiencies and enables it to consistently deliver high-quality services. Daseke’s company-owned fleet has an average age of approximately two years, which compares favorably to the trucking industry average of over 5.5 years for active fleets.16 Daseke’s fleet is equipped with the latest in-cab communication and other technologies designed to increase productivity, lower costs and enhance safety, ELDs, speed limiters and safety cameras in most of its company-owned fleet. Daseke believes its modern fleet lowers maintenance costs, improves fuel mileage, contributes to better customer service, assists with driver retention and provides flexibility to manage capital expenditures as warranted by economic conditions without negatively affecting the business.

Daseke’s Business Strategy

Daseke’s objective is to further expand its position as a leading consolidator of the open deck freight market in North America and to be the leading open deck solutions provider for its customers. Daseke intends to drive growth and further enhance its profitability and cash flows by executing the following key strategies:

         Pursue a selective and disciplined acquisition and consolidation strategy. The North American open deck transportation and logistics industry is large and highly fragmented, consisting of many smaller, regional service providers covering specific shipping lanes with specific customers and offering niche services, thereby providing significant opportunities for Daseke to pursue strategic acquisitions. As an illustration of the highly fragmented nature of the open deck market, although Daseke believes it is the second largest provider of open deck transportation and logistics solutions by revenue, it represents less than 1% of the market based on 2014 revenue. The vast majority of competitors in the industry operate fleets of fewer than 10 tractors, while there are more

____________

15      Adjusted EBITDA and free cash flow are not recognized measures under GAAP. For a definition of Adjusted EBITDA and free cash flow and a reconciliation of Adjusted EBITDA and free cash flow to net income, see “Selected Historical and Pro Forma Consolidated Financial and Other Data of Daseke — Non-GAAP Financial Measures.”

16      ACT N.A. Commercial Vehicle Outlook, November 10, 2016

38

than 350 fleets larger than 100 tractors and fewer than 30 fleets larger than 1,000 tractors as of the end of 2014.

Daseke intends to take advantage of this fragmented market, which provides plentiful acquisition candidates, by continuing to opportunistically acquire and consolidate high-quality open deck, heavy-haul businesses that meet its stringent acquisition criteria. Daseke has an identified pipeline of more than 20 potential acquisition candidates, including nine high-priority target businesses representing in the aggregate $643 million in revenue and $100 million in Adjusted EBITDA that Daseke’s management is focused on successfully executing over the next several years. Daseke’s management team is focused on achieving the full 2017 earn-out target of $140 million of annualized Adjusted EBITDA (giving effect to acquisitions) for 2017, which implies $979 million of annualized revenue and $75 million of annualized free cash flow (in each case, giving effect to acquisitions) for 2017, assuming the companies ultimately acquired have margins similar to those in the identified pipeline. Upon consummation of the Business Combination, Daseke expects to have sufficient financing in place, including through the Debt Financing, to enable it to execute the acquisitions necessary to achieve the full 2017 earn-out target Adjusted EBITDA.17

Daseke believes that its scalable platform, experienced management team and track record of successfully identifying, executing and integrating acquisitions provide it with meaningful competitive advantages when seeking acquisition candidates. As a public company, Daseke believes its status as a preferred acquirer for the type of open deck companies it seeks will be further strengthened.

         Continue growing organically. Daseke has a strong record of organic growth. Within 24 months after being acquired by Daseke, although average net income significantly declined,18 Daseke’s acquired companies achieved approximately 20% Adjusted EBITDA growth on average.19 Daseke is committed to continuing this organic growth by further penetrating existing customers, expanding its customer base, and developing and expanding its cross-selling efforts.

-          Further penetration with existing customers and expand customer base. With a comprehensive service offering, expansive nationwide network and robust open deck expertise, Daseke believes it has substantial potential to capture additional share of its customers’ annual transportation and logistics spend. In addition, Daseke believes that certain factors influencing the broader North American transportation and logistics industry will provide it with additional opportunities to further expand its customer base. As a result of a prolonged driver shortage, the demand for reliable and committed capacity to fulfill shippers’ transportation needs has increased. Leveraging its mix of company-owned and asset-light assets, Daseke is often able to provide capacity assurance to its customers. Daseke believes its strong commitment

____________

17      Although Daseke has an identified pipeline of acquisition targets and believes that, after the consummation of the Business Combination, it will have sufficient financial resources to execute its acquisition plans over the next several years, any acquisitions will be dependent on, among other things, the results of its due diligence and Daseke may not complete any acquisitions in its pipeline.

18      On average, net income of the acquired companies (other than Smokey Point, for which net income with a sufficient level of reliability is not available for the year prior to its acquisition by Daseke) decreased 149% within the first 24 months after being acquired by Daseke, based on the companies’ net income for the year prior to Daseke’s acquisition as compared to net income for the second year following Daseke’s acquisition (except for Bulldog and Hornady, which were acquired in 2015, for which the comparisons are to projected 2016 net income). This decrease in net income was generally due to increases in income taxes (typically due to being subject to corporate-level taxes), interest expense (typically due to increased leverage) and depreciation and amortization expense (due to basis being stepped-up as a result of the acquisition). Because income taxes, interest expense and depreciation and amortization do not reflect core operating performance, Daseke believes Adjusted EBITDA is more meaningful than net income in evaluating growth at acquired companies.

19      See footnote 9 for information regarding the calculation of this growth rate.

39

to providing high-quality service to its customers will result in increased revenue through greater shipment volume, higher rates and the addition of new customers.

-          Develop and expand its cross-selling efforts. Currently, many of Daseke’s relationships reside with one operating company or at specific customer sites. As a national provider, Daseke believes it is well-positioned to leverage its differentiated geographic network and offer a greater breadth of services to better serve each customer’s needs. Through collaboration across its operating companies, Daseke is able to generate revenue synergies and provide additional services to its customers while delivering value, optionality and reliability. Daseke believes the substantial cross-selling potential that exists within its business will allow it to continue to capture greater wallet share from its customers.

         Focus on innovative programs to improve driver recruitment, productivity and retention. Driver shortages have become a major constraint to growth for many transportation and logistics companies in North America. Daseke believes it has been an early adopter in implementing initiatives aimed at improving company driver recruitment and retention. Some of these initiatives include providing highly attractive tractors, deploying satellite televisions inside its cabs, instituting a rewards program that allows drivers to redeem points for merchandise, and focusing on providing upgraded nationwide facilities. As a result, at least one of Daseke’s operating companies has been named to the Truckload Carriers Association’s 20 Best Fleets to Drive For in North America each year since 2010. Following the Business Combination, Daseke anticipates offering its company drivers equity ownership in the combined company through the combined company’s new long-term equity incentive plan, thereby making its employed drivers “business owners” and aligning their interests with the long-term success of the company. Daseke believes this equity program will be the first of its kind in the North American open deck transportation and logistics sector. Daseke believes its driver development programs will enable it to reduce recruitment and training costs, thereby improving its margins as well as its service quality through long-tenured employees.

         Continue to balance the growth of company-owned equipment and asset-light offerings.Daseke remains committed to maintaining a balanced mix of company and asset-light freight. Daseke’s fleet management framework focuses on three areas—fleet mix, fleet growth and fleet utilization. This framework maximizes returns on Daseke’s fleet to drive revenue growth, lower operating costs and match asset utilization to meet market demand.

         Increase quality, efficiency, cost control and return on capital.Daseke intends to enhance its competitive position by continuing to implement accountability and disciplined measures designed to enhance earnings growth and return on capital. These include:

-          Prudently investing capital expenditures to expand its fleet and maintain the fleet standards achieved through the significant capital expenditures made in 2014 and 2015, which reduced the average age of its company-owned fleet to approximately two years (versus the industry average of over 5.5 year for active fleets), which management believes is one of the youngest fleets in the open deck industry;

-          Improving routing efficiency and lane density throughout its network, and thereby optimizing tractor utilization;

-          Reducing per mile costs by leveraging its scale;

-          Streamlining driver recruiting and training procedures to reduce driver on-boarding costs;

-          Strategically realizing certain synergies in connection with its recent and future acquisitions;

-          Continuing to enhance its technology systems to more efficiently manage its network and accommodate future growth; and

-          Rationalizing unproductive assets when prudent.

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Daseke’s Significant Acquisitions in 2015

Effective as of July 1, 2015, Daseke acquired all of the capital stock of Bulldog Hiway Express (“Bulldog”), a flatbed, intermodal, drayage and heavy-haul trucking company headquartered in Charleston, South Carolina. Bulldog specializes in supporting the automotive and power generation sectors, including wind, solar and nuclear power.

Effective as of August 1, 2015, Daseke acquired all of the capital stock of Hornady Truck Line, Inc. and B.C. Hornady & Associates, Inc. (collectively with Hornady Transportation, LLC, the wholly owned operating subsidiary of Hornady Truck Line, Inc., “Hornady”), a flatbed carrier headquartered in Monroeville, Alabama that provides line haul, regional and dedicated services east of the Rockies primarily supporting the building products and steel industries.

Daseke’s Sponsor

Daseke will be supported by an experienced financial sponsor, Hennessy Capital Partners II LLC, and Hennessy Capital’s experienced management team, led by Chairman & Chief Executive Officer, Daniel J. Hennessy, and Chief Operating Officer, Kevin M. Charlton, who have extensive expertise investing in and developing industrial manufacturing, distribution and services companies and have significant experience in Daseke’s served end-markets. Code, Hennessy & Simmons LLC (now known as CHS Capital, LLC), the middle-market private equity investment firm that Mr. Hennessy co-founded in 1988, completed numerous investments in industrial businesses. Further, from September 2013 to February 2015, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp., or Hennessy 1. In February 2015, Hennessy 1 completed a business combination transaction with the parent of Blue Bird, a leading independent designer and manufacturer of school buses, which is now known as Blue Bird Corporation (NASDAQ: BLBD), and since then, Mr. Hennessy has served as its Vice Chairman. As of February 3, 2017, Blue Bird’s common share price on NASDAQ had increased approximately 70% since the completion of its business combination with Hennessy 1 in February 2015.

Hennessy Capital management believes it is well-positioned to support Daseke with a comprehensive network of resources to support human capital, performance improvement, strategic growth and capital markets initiatives. Hennessy Capital management also has an established track record of executing acquisition focused growth strategies.

Acquisition Financing

We expect that a portion of the cash consideration will be funded from the Closing Date Term Loans under the Term Loan Facility, which Closing Date Term Loan is expected to be $250.0 million, that Credit Suisse AG, Cayman Islands Branch and UBS AG, Stamford Branch have severally, and not jointly, committed to fund at closing of the Business Combination pursuant to a commitment letter, dated December 22, 2016 (the “Term Loan Facility Commitment Letter”). Daseke has also entered into a commitment letter, dated December 22, 2016, with PNC Bank, National Association, in connection with the ABL Facility to be established to refinance existing indebtedness, to pay fees and expenses related to the Business Combination and for working capital purposes (the “ABL Facility Commitment Letter” and, together with the Term Loan Facility Commitment Letter, the “Debt Commitment Letters”). The availability of the debt facilities contemplated by the Debt Commitment Letters is subject to certain conditions described below, which we may fail to meet. There is a risk that one or more of the conditions to the Term Loan Facility or the ABL Facility will not be satisfied and that the Term Loan Facility or the ABL Facility may not be funded when required. For more information regarding the Term Loan Facility and the ABL Facility, see the sections entitled “Hennessy Capital Management’s Discussion and Analysis of Financial Condition and Results of Operations — New Term Loan Facility” and “Hennessy Capital Management’s Discussion and Analysis of Financial Condition and Results of Operations — New ABL Revolving Credit Facility,” respectively.

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Conditions

The availability of the Term Loan Facility and the ABL Facility pursuant to the Debt Commitment Letters are subject to the satisfaction or waiver (if applicable) of the following conditions (subject to certain customary “certain funds” provisions):

         Since December 22, 2016, no Material Adverse Effect (as defined in the Merger Agreement) (in respect of Daseke, Inc. and its subsidiaries) shall have occurred;

         The Business Combination shall be consummated in accordance with the terms of the Merger Agreement (without giving effect to any amendments, waivers or consents by the Company or the borrower that are materially adverse to the interests of the lenders or the lead arrangers under the Debt Commitment Letters, in each case, in their respective capacities as such without the consent of the lead arrangers, such consent not to be unreasonably withheld, delayed or conditioned);

         The contribution of cash consideration to the Company contemplated by the Debt Commitment Letters shall have been consummated prior to or substantially concurrently with the funding of the initial borrowings under the debt facilities;

         The refinancing of certain existing indebtedness of Daseke, Inc. and its subsidiaries shall have occurred prior to or substantially concurrently with the funding of the initial borrowings under the debt facilities;

         The arrangers of the debt facilities shall have received certain financial statements and projections regarding the Company and Daseke, Inc. and its subsidiaries;

         The parties shall have executed and delivered the customary loan documents and related documentary closing deliverables (including evidence of required insurance in the case of the ABL Facility) necessary to consummate the Debt Financing;

         The lenders shall have received all required documentation under applicable “know your customer” and anti-money laundering laws (to the extent such documentation has been requested at least 3 business days prior to the closing date);

         The Company shall have paid, or caused to be paid, all fees and expenses due to the arrangers and lenders under the debt facilities;

         Certain representations made by the Loan Parties in the loan documents and certain representations made by Daseke, Inc. and its subsidiaries in the Merger Agreement shall be true and correct, subject to certain qualifications;

         In the case of the Term Loan Facility, the ABL Facility shall be effective concurrently with the initial borrowings under the Term Loan Facility;

         In the case of the Term Loan Facility, the arrangers of the Term Loan Facility shall have been afforded a marketing period of at least 15 consecutive business days (commencing no earlier than January 9, 2017 and ending no later than the business day immediately prior to the closing date of the Term Loan Facility) commencing upon receipt of the required financial statements and projections, to syndicate the Term Loan Facility;

         In the case of the ABL Facility, the Term Loan Facility shall be effective and the Closing Date Term Loan shall be funded concurrently with the closing of the ABL Facility; and

         In the case of the ABL Facility, the administrative agent under the ABL Facility shall have received a borrowing base certificate reflecting pro forma excess availability of at least $15 million.

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Opinion of Valuation Research Corporation to Hennessy Capital’s Board of Directors

On December 20, 2016, at a meeting of our board of directors held to evaluate the Business Combination and the Merger Agreement and the transactions contemplated thereby, the Company’s financial advisor, Valuation Research Corporation (“VRC”), delivered to our board of directors an oral opinion, which opinion was subsequently confirmed by delivery of a written opinion, dated December 20, 2016 (and as reaffirmed and reissued on December 22, 2016), to the effect that, as of that date and based on and subject to various assumptions made, matters considered and limitations described in its written opinion, (i) the Total Merger Consideration to be paid by Hennessy Capital in the Business Combination was fair, from a financial point of view, to Hennessy Capital and (ii) the fair market value of Daseke is equal to at least 80% of the amount of funds held by Hennessy Capital in trust for the benefit of its public stockholders (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account).

The full text of VRC’s opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by VRC. The opinion is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. The summary of VRC’s opinion in this proxy statement is qualified in its entirety by reference to the full text of VRC’s written opinion. Holders of Hennessy Capital common stock are encouraged to read VRC’s opinion carefully in its entirety. VRC’s opinion was provided for the benefit of Hennessy Capital’s board of directors (in its capacity as such) in connection with, and for the purpose of, its evaluation of (i) the Total Merger Consideration to be paid by Hennessy Capital in the Business Combination from a financial point of view and (ii) the fair market value of Daseke as compared to the amount of funds held by Hennessy Capital in trust for the benefit of its public stockholders, and does not address any other aspect of the Business Combination or any related transaction. VRC’s opinion does not address the relative merits of the Business Combination as compared to other business strategies or transactions that might be available with respect to Hennessy Capital or Hennessy Capital’s underlying business decision to effect the Business Combination or any related transaction. VRC’s opinion does not constitute a recommendation to any stockholder of Hennessy Capital as to how such stockholder should vote or act with respect to the Merger Agreement or the Business Combination Proposal, whether such stockholder should exercise its redemption rights with respect to its shares of Hennessy Capital common stock or any other matter.

Redemption Rights

Pursuant to the existing charter, in connection with the Business Combination, holders of our public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the existing charter. As of September 30, 2016, this would have amounted to approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Hennessy Capital common stock for cash and will no longer own shares of Hennessy Capital common stock and will not participate in the future growth of the Company, if any. Such a holder will be entitled to receive cash for its public shares only if it (i) affirmatively votes for or against the Business Combination Proposal and (ii) properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of Hennessy Capital Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Impact of the Business Combination on Hennessy Capital’s Public Float

If Hennessy Capital’s stockholders exercise their redemption rights, the ownership interest in Hennessy Capital of Hennessy Capital’s public stockholders will correspondingly decrease and the ownership interest in Hennessy Capital of our initial stockholders, including our Sponsor, will correspondingly increase. Upon completion of the Business Combination, Hennessy Capital will own 100% of the outstanding capital stock of Daseke. At September 30, 2016, the balance in our trust account was approximately $199.7 million (approximately $0.1 million of which was withdrawn in October 2016 for taxes and working capital purposes). The following table illustrates

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varying ownership levels in Hennessy Capital assuming varying levels of redemptions by Hennessy Capital’s public stockholders:

 

 

Assumed % of Hennessy Capital Public Shares Redeemed

 

 

~33% (or $135 million
in trust)

 

~67% (or $65 million
in trust)

Hennessy Capital public stockholders

 

32

%

 

19

%

Hennessy Capital initial stockholders*

 

6

%

 

7

%

Daseke stockholders**

 

62

%

 

73

%

Investment Banks***

 

n/a

 

 

1

%

____________

*         Includes 440,000 founder shares transferred from our Sponsor to our independent directors and officers and an advisor in connection with the IPO and reflects the anticipated forfeiture by Sponsor of 2.5 million founder shares in the aggregate in the Sponsor Share Forfeiture and in connection with the payment of the deferred IPO underwriting discounts and fees to the Investment Banks.

**        Based on an estimated 25.7 million shares (including up to 2.3 million shares as a result of the Sponsor Share Forfeiture) issuable to Daseke stockholders upon closing of the Business Combination.

***      If approximately 33% of outstanding public shares are redeemed, the Investment Banks will be paid the deferred IPO underwriting discounts and fees entirely in cash.  If approximately 67% of outstanding public shares are redeemed, then it is expected that Hennessy Capital will issue 450,000 shares of Hennessy Capital common stock at closing to the Investment Banks for payment of $4.5 million of the deferred IPO underwriting discounts and fees.

We have entered into an agreement for the expected issuance and sale of $65.0 million in shares of our Series A Convertible Preferred Stock in the Preferred Financing in order to ensure sufficient funds (after redemptions) to refinance certain existing Daseke indebtedness, pay transaction fees and expenses and use for general corporate purposes. In addition, we have received commitments from investors in the Backstop Commitment to purchase up to $35.0 million in shares of our common stock (as and to the extent requested by us) through (i) open market or privately negotiated transactions with third parties, (ii) a private placement (at a purchase price of $10.00 per share) to occur concurrently with the consummation of the Business Combination, or (iii) a combination thereof, in order to help ensure that we receive sufficient funds from our trust account after redemptions to (among other things) fund the payment of the Main Street and Prudential Consideration. To the extent the Backstop Commitment is fully utilized and the shares of Series A Convertible Preferred Stock issued in the Preferred Financing are converted to Hennessy Capital common stock, the ownership percentages of Hennessy Capital’s public stockholders reflected above will decrease as shown below:

 

 

Assumed % of Hennessy Capital Public Shares Redeemed (or Proceeds Remaining in Trust Account)

 

 

~33% (or $135 million in trust)

 

~67% (or $65 million in trust)

Hennessy Capital public stockholders

 

29

%

 

7

%

Hennessy Capital initial stockholders*

 

5

%

 

6

%

Daseke stockholders**

 

54

%

 

63

%

Preferred Financing investor(s)***

 

12

%

 

14

%

Backstop Commitment investor(s)****

 

n/a

 

 

10

%

Investment Banks*****

 

n/a

 

 

1

%

____________

*            Includes 440,000 founder shares transferred from our Sponsor to our independent directors and officers and an advisor in connection with the IPO and reflects (a) assuming redemptions of approximately 33% of outstanding public shares, the anticipated forfeiture by Sponsor of 2.5 million founder shares in the aggregate in the Sponsor Share Forfeiture and in connection with the payment

44

of the deferred IPO underwriting discounts and fees to the Investment Banks, and (b) assuming redemptions of approximately 67% of outstanding public shares, the anticipated forfeitures by Sponsor of 2.3 million founder shares in the aggregate in the Sponsor Share Forfeiture and in connection with the payment of the deferred IPO underwriting discounts and fees to the Investment Banks and 0.4 million founder shares pursuant to the Backstop Commitment.

**          Based on (a) assuming redemptions of approximately 33% of outstanding public shares, an estimated 25.7 million shares (including up to 2.3 million shares as a result of the Sponsor Share Forfeiture) issuable to Daseke stockholders upon closing of the Business Combination, and (b) assuming redemptions of approximately 67% of outstanding public shares, an estimated 25.5 million shares (including up to 2.1 million shares as a result of the Sponsor Share Forfeiture) issuable to Daseke stockholders upon closing of the Business Combination.

***           Assumes the issuance of $65 million of Series A Convertible Preferred Stock on an as-converted to common stock basis at an assumed conversion price of $11.50 per share. This calculation is being presented for illustrative purposes only, as the terms of the Series A Convertible Preferred Stock restrict holders thereof from converting shares that, after giving effect to the issuance of shares of Hennessy Capital common stock upon such conversion, would result in the number of shares beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of Hennessy Capital common stock then outstanding.

****        Assumes the Backstop Commitment will not be utilized if approximately 33% of outstanding public shares are redeemed. If approximately 67% of outstanding public shares are redeemed, assumes $35.0 million of the Backstop Commitment will be fully utilized and Hennessy Capital will issue 391,892 of Utilization Fee Shares in the aggregate to investors in consideration for the Backstop Commitment upon closing of the Business Combination.

*****     If approximately 33% of outstanding public shares are redeemed, the Investment Banks will be paid the deferred IPO underwriting discounts and fees entirely in cash.  If approximately 67% of outstanding public shares are redeemed, then it is expected that Hennessy Capital will issue 450,000 shares of Hennessy Capital common stock at closing to the Investment Banks for payment of $4.5 million of the deferred IPO underwriting discounts and fees.

The Preferred Financing and any private placement of common stock made pursuant to the Backstop Commitment are contingent upon stockholder approval of the Business Combination Proposal, Proposal 2 and consummation of the Business Combination. Any open market or privately negotiated transactions made pursuant to the Backstop Commitment are not contingent on stockholder approval of the Business Combination Proposal. Additionally, the issuance of 20% or more of our outstanding common stock pursuant to the Preferred Financing and any private placement of common stock made pursuant to the Backstop Commitment are contingent upon stockholder approval of the Nasdaq Proposal and closing of the Business Combination.

Board of Directors of Hennessy Capital Following the Business Combination

Upon the closing of the Business Combination, we anticipate increasing the size of our board of directors from six to eight directors, three of whom will be voted upon by our stockholders at the special meeting. Four incumbent directors of Hennessy Capital, Bradley Bell, Richard Burns, Peter Shea and Thomas J. Sullivan, have informed us that they will resign from our board of directors upon closing of the Business Combination. Our board of directors has nominated Daniel J. Hennessy, Don R. Daseke and Mark Sinclair for election as Class I directors, will appoint Messrs. Bonner, Gafford and Shepko as Class II directors and will appoint Messrs. Charlton and Wheeler as Class III directors. If elected at the special meeting, members of Class I will serve as directors until our annual meeting in 2019. Further, members of Class II will serve as directors until our 2017 annual meeting and members of Class III will serve as directors until our 2018 annual meeting. If all director nominees are elected and the Business Combination is consummated, our board of directors will consist of two existing Hennessy Capital directors, Daniel J. Hennessy and Kevin M. Charlton, five existing Daseke directors, Don R. Daseke, Brian Bonner, Ron Gafford, Mark Sinclair and R. Scott Wheeler, and one additional person, Jonathan Shepko. In anticipation of the Business Combination, in December 2016, Messrs. Sinclair and Wheeler were appointed to the Daseke board of directors, effective January 2017 and December 2016, respectively. See the sections entitled “Director Election Proposal” and “Management After the Business Combination”.

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Approval and Adoption of the Proposals Related to the Proposed Charter

At the special meeting, the Company’s stockholders will be asked to approve and adopt separate proposals for amendments to the existing charter to:

         Proposal 2 — increase the Company’s authorized common stock and preferred stock;

         Proposal 3 — provide for the classification of our board of directors into three classes of directors with staggered three-year terms of office and to make certain related changes; and

         Proposal 4 — designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions and provide for certain additional changes, including changing the Company’s name from “Hennessy Capital Acquisition Corp. II” to “Daseke, Inc.”, making the Company’s corporate existence perpetual and providing for severability if any clause shall be held invalid, illegal or unenforceable, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company.

For more information, see the section entitled “The Charter Proposals.”

Appraisal Rights

Appraisal rights are not available to our stockholders in connection with the Business Combination.

Reasons for the Business Combination

We were organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. We have sought to capitalize on the ability of our management team to identify, acquire and partner with management to operate a business, focusing broadly on the diversified industrial, distribution and service sectors in the United States. The Business Combination was the result of a thorough search for a potential transaction utilizing the extensive network and investing and operating experience of our management team and board of directors. The terms of the Business Combination were the result of thorough negotiations between the representatives of Hennessy Capital and Daseke.

From the date of our IPO through execution of the Merger Agreement on December 22, 2016, we identified, evaluated and contacted over 140 potential acquisition target companies. In doing so, we have followed the initial set of criteria and guidelines outlined in our IPO prospectus, which we believed were important in evaluating prospective targets. In reviewing the Daseke opportunity, our board considered the following factors consistent with our strategy:

         Leading Middle-Market Business at Attractive Valuation. Daseke is a leading consolidator of the open deck freight market in North America and, of the 50 largest U.S. trucking companies, was one of the fastest-growing companies in 2015. Through its acquisition of nine operating companies, Daseke believes it has become the largest owner of open deck equipment20 and the second largest provider of open deck transportation and logistics solutions by revenue in North America. From 2009 to 2015, Daseke has grown revenue from $30 million to $679 million at a compound annual growth rate (“CAGR”) of 68%, net income (loss) from $(0.4) million to $3 million, and Adjusted EBITDA from $6 million to $97 million at a CAGR of 57%. We believe the Total Merger Consideration reflects an estimated enterprise value (estimated market value, plus debt, less cash) of $702 million, which represents 7.9 times the midpoint of Daseke’s 2016 projected Adjusted EBITDA range of $89 million and 7.0 times the midpoint of Daseke’s 2017 projected Adjusted EBITDA range of $100 million. We regard this as an

____________

20        CCJ Top 250, September 2016

46

attractive discount to valuation multiples applicable to comparable public transportation and logistics companies.

         Business Where We Can Add Value. Our Chief Executive Officer, Daniel J. Hennessy, and our Chief Operating Officer, Kevin M. Charlton, have extensive expertise investing in and developing industrial manufacturing, distribution and services companies and have significant experience in Daseke’s served end-markets. Hennessy Capital management believes it will be able to provide Daseke with a comprehensive network of resources to support human capital, performance improvement, strategic growth and capital markets initiatives.

         Proven Track Record and Strong Management Team. Daseke is led by a highly experienced management team that has transformed Daseke’s business to become what it believes to be the largest owner21 of open deck equipment and the second largest provider of flatbed, open deck transportation and logistics solutions by revenue in North America.22 Mr. Daseke founded Daseke in 2008 and he and Daseke’s management team have grown Daseke into a leading provider of open deck transportation and logistics solutions that is able to provide substantial capacity to nationwide shippers. Further, averaging over 28 years of service at their respective companies, Daseke’s operating companies’ presidents have significant experience in managing their businesses through a full range of business and market conditions. The continued ownership stake of certain of Daseke’s stockholders closely aligns the interests of management with those of Daseke, the combined company and its other stockholders, as described more fully elsewhere in this proxy statement.

         Attractive Margins and Cash Flow Generation.  In the year ended December 31, 2015, Daseke generated $97 million of Adjusted EBITDA, a 14.3% Adjusted EBITDA margin and $30 million of free cash flow as compared to $3 million of free cash flow in 2013. Daseke expects its free cash flow to increase to approximately $53-$56 million in 2016 as compared to $30 million in 2015, despite an expected decline in Adjusted EBITDA over the same period, and as compared to $(0.3) million in 2014 and $3 million in 2013. Daseke operates an “asset right” business model that combines strategic equipment ownership with complementary asset-light operations, which maximizes scale, growth, flexibility and profitability. By utilizing a balanced “asset right” operating model, Daseke believes it is able to maximize the flexibility of its capital spending and cost structure in response to demand fluctuations, thereby enhancing its cash flows and margin stability across a range of operating environments.

         Strong Competitive Position. Daseke believes it is the largest owner of open deck equipment and the second largest provider of flatbed, open deck transportation and logistics solutions by revenue in North America. Daseke offers an extensive suite of complex and time-sensitive solutions with a strategic focus on delivering high-quality, value-added open deck transportation services. Daseke believes its leading market position is a direct result of its commitment to providing value-added open deck transportation and logistics solutions safely, promptly, reliably and consistently to meet its customers’ dynamic shipping needs. Daseke believes its scale, specialized expertise and infrastructure provide it with key advantages relative to its smaller and predominately regionally-focused competitors.

         Opportunity for Significant Revenue and Earnings Growth. From 2009 to 2015, Daseke has grown revenue from $30 million to $679 million at a CAGR of 68%, net income (loss) from $(0.4) million to $3 million, and Adjusted EBITDA from $6 million to $97 million at a CAGR of 57%. We believe Daseke will continue to grow organically by further penetrating existing customers, expanding its customer base and developing and expanding

____________

21        CCJ Top 250, September 2016

22          “Top 100 For-Hire Carriers,” 2016 Transport Topics

47

its cross-selling efforts. Daseke also aims to continue to opportunistically acquire high-quality open deck, heavy-haul businesses that meet its stringent acquisition criteria. Daseke has an identified pipeline of more than 20 potential acquisition candidates, including nine high-priority target businesses representing in the aggregate $643 million in revenue and $100 million in Adjusted EBITDA that Daseke’s management is focused on successfully executing over the next several years. We believe that Daseke, under new public ownership, will be able to access more efficient capital to provide currency for its consolidation strategy to further increase revenues and shareholder value.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of Hennessy Capital stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the common stock outstanding and entitled to vote at the special meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

Approval of the Business Combination Proposal, Incentive Plan Proposal, Nasdaq Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the special meeting. Accordingly, a Hennessy Capital stockholder’s failure to vote by proxy or to vote in person at the special meeting or the failure of a Hennessy Capital stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that stockholder’s shares not being counted towards the number of shares of Hennessy Capital common stock required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Business Combination Proposal, Proposal 2, the Incentive Plan Proposal, Nasdaq Proposal or the Adjournment Proposal. Abstentions will also have no effect on the outcome of the Business Combination Proposal, Proposal 2, the Incentive Plan Proposal, Nasdaq Proposal or the Adjournment Proposal.

The approval of the Charter Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock. Accordingly, a Hennessy Capital stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Charter Proposals.

Directors are elected by a plurality of all of the votes cast by holders of shares of our common stock represented in person or by proxy and entitled to vote thereon at the special meeting. This means that the three nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Abstentions and broker non-votes will have no effect on the election of directors.

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, Proposal 2 and, unless waived by Daseke, the Director Election Proposal and the Nasdaq Proposal are approved at the special meeting. In addition, (i) each of the Incentive Plan Proposal and the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2, and (ii) each of the Charter Proposals and the Director Election Proposal is conditioned on the approval of the Business Combination Proposal.

The Adjournment Proposal does not require the approval of any other proposal to be effective. It is important for you to note that in the event that the Business Combination Proposal, Proposal 2 and, unless waived by Daseke, the Director Election Proposal and the Nasdaq Proposal do not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by July 28, 2017 (subject to the requirements of law), we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.

48

Recommendation to Hennessy Capital Stockholders

Our board of directors believes that each of the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal to be presented at the special meeting is in the best interests of the Company and our stockholders and unanimously recommends that our stockholders vote “FOR” each of these proposals and “FOR” each of the director nominees.

When you consider the recommendation of our board of directors in favor of approval of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things:

         up to the approximately 2.4 million total founder shares (after the Sponsor Share Forfeiture) that our Sponsor (or its members), executive officers and independent directors will hold following the Business Combination, subject to certain lock-up agreements, which would have a value at February 3, 2017 of approximately $24.7 million based on the closing price of Hennessy Capital common stock as reported by Nasdaq and that are not subject to redemption;

         the fact that our Sponsor paid an aggregate purchase price of $25,000, or approximately $0.005 per share, for its founder shares and such founder shares will have no value if we do not complete an initial business combination; as a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Business Combination consummated rather than lose whatever value is attributable to the founder shares;

         the fact that our Sponsor paid approximately $7,540,000, or $0.50 per warrant, for its placement warrants and such placement warrants will expire worthless if we do not complete an initial business combination; as a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Business Combination consummated rather than lose whatever value is attributable to the placement warrants;

         if Hennessy Capital is unable to complete a business combination within the required time period, our Chief Executive Officer will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Hennessy Capital for services rendered or contracted for or products sold to Hennessy Capital, but only if such a vendor or target business has not executed a waiver of claims against the trust account and except as to any claims under our indemnity of the underwriters;

         the continuation of two of our six existing directors as directors of the combined company; and

         the continued indemnification of current directors and officers of the Company and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. These interests were considered by our Board when our Board approved the Business Combination.

Risk Factors

In evaluating the proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 63.

49

Selected Historical Financial Information of Hennessy Capital

The following table sets forth selected historical financial information derived from Hennessy Capital’s unaudited condensed financial statements as of September 30, 2016 and for the nine months then ended, and the audited financial statements as of December 31, 2015 and for the period from April 29, 2015 (inception) to December 31, 2015, each of which is included elsewhere in this proxy statement. Such unaudited interim financial information has been prepared on a basis consistent with Hennessy Capital’s audited financial statements and should be read in conjunction with the interim unaudited financial statements and audited financial statements and related notes included elsewhere in this proxy statement.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Hennessy Capital Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Hennessy Capital’s financial statements and the related notes appearing elsewhere in this proxy statement.

 

 

Nine Months ended September 30, 2016 (unaudited)

 

April 29, 2015 (inception) to December 31, 2015

Statement of Operations Data:

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

General and administrative expenses

 

$

7,515,000

 

 

$

475,000

 

Loss from operations

 

 

(7,515,000

)

 

 

(475,000

)

Other income

 

 

 

 

 

 

 

 

Interest income

 

$

317,000

 

 

$

205,000

 

Net loss attributable to common stockholders

 

$

(7,198,000

)

 

$

(270,000

)

Basic and diluted net loss per share attributable to common stockholders

 

$

(1.13

)

 

$

(0.05

)

Weighted average number of common shares outstanding, basic and diluted

 

 

6,371,000

 

 

 

5,652,000

 

 

 

 

 

 

 

 

 

 

Cash Flow Data:

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(1,186,000

)

 

$

(178,000

)

Net cash used in investing activities

 

 

 

 

$

(199,599,000

)

Net cash provided by financing activities

 

 

 

 

$

201,781,000

 

 

 

 

As of September 30, 2016

 

As of December 31, 2015

Balance Sheet Data:

 

 

 

 

 

 

Cash

 

$

818,000

 

$

2,004,000

Cash and Investments held in Trust Account

 

$

199,676,000

 

$

199,654,000

Total assets

 

$

200,528,000

 

$

201,708,000

Common stock subject to possible redemption (at redemption value)

 

$

182,128,000

 

$

189,326,000

Total stockholders’ equity

 

$

5,000,000

 

$

5,000,000

50

SELECTED Historical and Pro Forma
Consolidated Financial and Other Data OF DASEKE

The following selected historical and pro forma consolidated financial information of Daseke is provided to assist in the analysis of the financial aspects of the Business Combination. The table below provides Daseke’s revenue, net income (loss), Adjusted EBITDA and free cash flow for the years ended December 31, 2015, 2014, 2013, 2012, 2011, 2010 and 2009 on a historical basis. The historical revenue, net income (loss), Adjusted EBITDA and free cash flow for the years ended December 31, 2013, 2012, 2011, 2010 and 2009 are derived from Daseke’s audited historical financial statements not included in this proxy statement. The historical revenue, net income (loss), Adjusted EBITDA and free cash flow for the years ended December 31, 2015 and 2014 are derived from Daseke’s audited historical financial statements included elsewhere in this proxy statement. Daseke’s historical results are not necessarily indicative of the results expected for any future period.

 

 

Year Ended December 31,

(In thousands)

 

2015

 

2014

 

2013

 

2012

 

2011

 

2010

 

2009

Total revenue

 

$

678,845

 

$

542,711

 

 

$

206,543

 

 

$

119,520

 

 

$

49,958

 

$

39,760

 

$

30,324

 

Net income (loss)

 

$

3,263

 

$

1,300

 

 

$

(2,976

)

 

$

3,151

 

 

$

2,976

 

$

1,263

 

$

(381

)

Adjusted EBITDA(1)

 

$

97,304

 

$

70,346

 

 

$

23,905

 

 

$

19,179

 

 

$

9,289

 

$

7,330

 

$

6,455

 

Free cash flow(1)

 

$

30,335

 

$

(332

)

 

$

3,180

 

 

$

(412

)

 

$

4,942

 

$

5,754

 

$

5,907

 

____________

(1)         Adjusted EBITDA and free cash flow are not recognized measures under GAAP. For a definition of Adjusted EBITDA and free cash flow and a reconciliation of Adjusted EBITDA and free cash flow to net income (loss), see “— Non-GAAP Financial Measures” below.

The following table provides historical consolidated financial and other data for the periods and as of the dates indicated. The selected historical consolidated financial and other financial data as of and for the years ended December 31, 2015 and 2014 are derived from Daseke’s audited consolidated financial statements included elsewhere in this proxy statement. The selected historical interim consolidated financial and other financial data as of and for the nine months ended September 30, 2016 and for the nine months ended September 30, 2015 are derived from Daseke’s unaudited consolidated financial statements included elsewhere in this proxy statement. The results for any interim period are not necessarily indicative of the results that may be expected for a full year. Additionally, Daseke’s historical results are not necessarily indicative of the results expected for any future period.

The selected unaudited pro forma consolidated financial data for the year ended December 31, 2015 were derived from Daseke’s unaudited pro forma consolidated financial statements included in “Unaudited Pro Forma Condensed Combined Financial and Other Data.” Such pro forma data gives effect to the consummation of the Bulldog Acquisition and the Hornady Acquisition as if such acquisitions were completed as of January 1, 2015. The pro forma financial data is not necessarily representative of the results Daseke would have achieved if it had completed such transactions on such dates, and the pro forma financial data is not necessarily indicative of its future financial position or results of operations.

You should read the selected historical and pro forma financial and other data below together with the historical consolidated financial statements and the accompanying notes included elsewhere in this proxy statement, including the financial statements of the companies Daseke has acquired in the Bulldog Acquisition and Hornady Acquisition, as well as “Unaudited Pro Forma Condensed Combined Financial and Other Data” and “Daseke’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

51

 

 

Pro Forma

 

 

 

 

 

 

Year Ended
December 31,

 

Nine Months Ended
September 30,

 

Year Ended
December 31,

(Dollars in thousands, except per share data)

 

2015

 

2016

 

2015

 

2015

 

2014

Consolidated statement of operations data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

721,226

 

 

$

501,386

 

 

$

501,925

 

 

$

678,845

 

 

$

542,711

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries, wages and employee benefits

 

 

193,399

 

 

 

149,861

 

 

 

128,586

 

 

 

178,703

 

 

 

132,205

 

Fuel

 

 

76,171

 

 

 

49,076

 

 

 

54,350

 

 

 

70,296

 

 

 

88,031

 

Operations and maintenance

 

 

103,112

 

 

 

72,933

 

 

 

70,991

 

 

 

98,734

 

 

 

59,274

 

Purchased freight

 

 

188,161

 

 

 

120,501

 

 

 

136,246

 

 

 

181,985

 

 

 

150,654

 

Taxes and licenses

 

 

9,783

 

 

 

6,946

 

 

 

6,684

 

 

 

9,228

 

 

 

7,304

 

Insurance and claims

 

 

20,944

 

 

 

13,648

 

 

 

14,148

 

 

 

19,655

 

 

 

15,446

 

Depreciation and amortization

 

 

68,070

 

 

 

50,515

 

 

 

46,299

 

 

 

63,573

 

 

 

48,575

 

(Gain) loss on disposition of revenue property and equipment

 

 

(2,371

)

 

 

158

 

 

 

(2,103

)

 

 

(2,184

)

 

 

934

 

Impairment

 

 

 

 

 

1,195

 

 

 

 

 

 

 

 

 

1,838

 

Other operating expenses

 

 

28,550

 

 

 

20,217

 

 

 

19,966

 

 

 

27,847

 

 

 

19,631

 

Total operating expenses

 

 

685,818

 

 

 

485,050

 

 

 

475,167

 

 

 

647,837

 

 

 

523,892

 

Income from operations

 

 

35,408

 

 

 

16,336

 

 

 

26,758

 

 

 

31,008

 

 

 

18,818

 

Interest expense

 

 

21,112

 

 

 

17,521

 

 

 

14,874

 

 

 

20,602

 

 

 

15,978

 

Other income

 

 

(251

)

 

 

(306

)

 

 

(209

)

 

 

(320

)

 

 

(243

)

Total other expense

 

 

20,459

 

 

 

17,215

 

 

 

14,665

 

 

 

20,282

 

 

 

15,735

 

Income (loss) before provision for income taxes

 

 

14,949

 

 

 

(879

)

 

 

12,093

 

 

 

10,726

 

 

 

3,084

 

Provision for income taxes

 

 

9,090

 

 

 

607

 

 

 

5,629

 

 

 

7,463

 

 

 

1,784

 

Net income (loss)

 

$

5,859

 

 

$

(1,486

)

 

$

6,464

 

 

$

3,263

 

 

$

1,300

 

Dividends declared per preferred share

 

$

18.75

 

 

$

18.75

 

 

$

18.75

 

 

$

18.75

 

 

$

18.75

 

Net income (loss) available to common stockholders

 

$

1,021

 

 

$

(5,215

)

 

$

2,971

 

 

$

(1,473

)

 

$

272

 

Basic net income (loss) per common share

 

$

7.02

 

 

$

(35.85

)

 

$

20.42

 

 

$

(10.13

)

 

$

2.02

 

Diluted net income (loss) per common share

 

$

7.02

 

 

$

(35.85

)

 

$

20.42

 

 

$

(10.13

)

 

$

1.94

 

Basic weighted average common shares outstanding

 

 

145,495

 

 

 

145,495

 

 

 

145,495

 

 

 

145,495

 

 

 

134,581

 

Diluted weighted average common shares outstanding

 

 

145,495

 

 

 

145,495

 

 

 

145,495