ROADRUNNER TRANSPORTATION SYSTEMS, INC. (NYSE:RRTS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement.
On January 30, 2018, Roadrunner Transportation Systems, Inc. (the “Company”) entered into a $52.5 million standby equity commitment agreement (the “Equity Commitment”) with affiliates of Elliott Management Corporation (“Elliott”) for the potential issuance of additional shares of the Company’s SeriesE Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”), subject to the conditions specified in the Equity Commitment. The key provisions of the Equity Commitment include:
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Commitment Period: Six Months. |
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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. |
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Minimum individual issuance of Series E Preferred Stock: $8.75 million |
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First $17.5 million of preferred shares: $1,000.00 per share |
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Second $17.5 million of preferred shares: $960.00 per share |
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Third $17.5 million of preferred shares: $920.00 per share |
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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). |
The foregoing description of the Equity Commitment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Equity Commitment, which is attached hereto as Exhibit 10.1.
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Item 3.02. |
Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
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(a) |
Financial Statements of Business Acquired. |
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Not applicable. |
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(b) |
Pro Forma Financial Information. |
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Not applicable. |
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(c) |
Shell Company Transactions. |
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Not applicable. |
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(d) |
Exhibits. |
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Exhibit |
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Number |
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10.1 |
Equity Commitment Agreement, dated January 30, 2018, between Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Brockdale Investments LP. |
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Roadrunner Transportation Systems, Inc. ExhibitEX-10.1 2 rrts-20180130xex101xelliot.htm EXHIBIT 10.1 Exhibit Execution CopyJanuary 30,…To view the full exhibit click |
