8-K 1 millisacq8kaug2019.htm 8-K Document


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


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
August 26, 2019

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HEARTLAND EXPRESS, INC.
(Exact name of registrant as specified in its charter)


Nevada
000-15087
93-0926999
(State of other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)


901 NORTH KANSAS AVE,  NORTH LIBERTY, IA
52317
(Address of Principal Executive Offices)
 (Zip Code)

(319) 626-3600
Registrant's Telephone Number (including area code):


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
HTLD
NASDAQ






Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]




Item 1.01.   Entry into a Material Definitive Agreement.

On August 26, 2019, Heartland Express, Inc. of Iowa (the “Buyer”) and Heartland Express, Inc. (the “Company”), entered into an Acquisition and Merger Agreement with Midwest Holding Group, Inc. and Millis Real Estate Leasing, LLC (together, "Millis Transfer"). Millis Transfer is a truckload carrier headquartered in Black River Falls, Wisconsin, providing asset-based dry van truckload transportation services, including local, regional, and dedicated services.
Pursuant to the Acquisition and Merger Agreement, the Buyer acquired all of Millis Transfer’s outstanding equity (the “Transaction”). The Buyer paid approximately $150 million of total consideration, including cash, restricted shares of the Company's common stock, and assumed indebtedness of Millis Transfer.
Approximately $60 million of consideration was funded out of the Company’s available cash and restricted shares of the Company's common stock. The transaction included the assumption of approximately $90 million of Millis Transfer's indebtedness, which Heartland expects to pay off by December 31, 2019. The Acquisition and Merger Agreement contains customary representations, warranties, covenants, escrow, and indemnification provisions.
The foregoing descriptions of the Acquisition and Merger Agreement and the Transaction do not purport to be complete and are qualified in their entirety by reference to the Acquisition and Merger Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure contained in Item 1.01 above is incorporated herein by reference.              

Item 7.01.   Regulation FD Disclosure.

On August 26, 2019, the Company issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits

(d) Exhibits

EXHIBIT
 
NUMBER
EXHIBIT DESCRIPTION
 
 
Heartland Express, Inc. press release dated August 26, 2019
 
 
 
 


The information contained in Items 7.01 and 9.01 and the exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act:”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained in Items 7.01 and 9.01 of this report and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by forward-looking statements.  Please refer to various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risk, uncertainties, and other factors that may affect future results.





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.


 
 
 
HEARTLAND EXPRESS, INC.
 
 
 
 
 
 
Date:
August 30, 2019
 
By:/s/Christopher A. Strain
 
 
 
 
Christopher A. Strain
 
 
 
 
Vice President-Finance,
 
 
 
 
Treasurer and Chief Financial Officer
 








EXHIBIT INDEX

 EXHIBIT
 
NUMBER
EXHIBIT DESCRIPTION
 
 
Heartland Express, Inc. press release dated August 26, 2019