DELAWARE | 001-34734 | 20-2454942 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1431 Opus Place, Suite 530 Downers Grove, Illinois | 60515 | |||
(Address of Principal Executive Offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Emerging growth company | o |
Item 1.01. | Entry into a Material Definitive Agreement. | |
• | Commitment Period: Six Months. |
• | Commitment Fee: $1 million, payable by the Company within 30 days of the date of the Equity Commitment unless the Company does not obtain required senior lender approval of the Equity Commitment prior to such time. |
• | Minimum individual issuance of Series E Preferred Stock: $8.75 million |
• | Pricing: |
◦ | First $17.5 million of preferred shares: $1,000.00 per share |
◦ | Second $17.5 million of preferred shares: $960.00 per share |
◦ | Third $17.5 million of preferred shares: $920.00 per share |
• | Dividends: Upon issuance, the Series E Preferred will accrue dividends from May 2, 2017 (the date of the Company's initial issuance of preferred stock to affiliates of Elliott). |
Item 3.02. | Unregistered Sales of Equity Securities. | |
Item 9.01. | Financial Statements and Exhibits. | |
(a) | Financial Statements of Business Acquired. | |
Not applicable. | ||
(b) | Pro Forma Financial Information. | |
Not applicable. | ||
(c) | Shell Company Transactions. | |
Not applicable. | ||
(d) | Exhibits. | |
Exhibit | ||
Number | ||
10.1 | Equity Commitment Agreement, dated January 30, 2018, between Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Brockdale Investments LP. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
ROADRUNNER TRANSPORTATION SYSTEMS, INC. | ||||||
Date: January 31, 2018 | By: | /s/ Curtis W. Stoelting | ||||
Curtis W. Stoelting | ||||||
Chief Executive Officer |