ROADRUNNER TRANSPORTATION SYSTEMS, INC. (NYSE:RRTS) Files An 8-K Entry into a Material Definitive Agreement

On August 16, 2017, Ascent Global Logistics Holdings, Inc. (“Seller”), a wholly owned subsidiary of Roadrunner Transportation Systems, Inc. (“Roadrunner”), and Unitrans, Inc. (“Unitrans”), a wholly owned subsidiary of Seller (“Unitrans”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with QIC Intermediate Holdings, Inc. (“Buyer”), to which, upon the terms and subject to the satisfaction of the conditions set forth therein, Buyer will purchase from Seller all of the issued and outstanding shares of the capital stock of Unitrans in exchange for cash consideration of $95,000,000 (the “Transaction”). The purchase price is subject to customary adjustments.

The Purchase Agreement contains customary representations, warranties and covenants of the parties that are typical in transactions of this size, type and complexity. The completion of the Transaction is subject to customary closing conditions, including the termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.2 and is incorporated by reference into this Item 1.01. The Purchase Agreement, which has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about Roadrunner, Seller or Unitrans, contains representations and warranties of each of Seller and Unitrans. The assertions embodied in those representations and warranties were made for purposes of the Purchase Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement, including information contained in confidential disclosure schedules that Seller and Unitrans delivered to Buyer in connection with signing the Purchase Agreement. Accordingly, investors and stockholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of a specific date and are modified in important part by the underlying disclosure schedules. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for purposes of allocating risk between the parties rather than establishing matters of fact. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Roadrunner’s public disclosures.

On August 17, 2017, Roadrunner issued a press release relating to the items described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished to this Item 1.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

* Schedules and exhibits to this agreement have been omitted to Item 601(b)(2) of Regulation S-K. Roadrunner agrees to furnish a supplemental copy of any omitted schedules to the SEC upon request.

EXHIBIT INDEX

* Schedules and exhibits to this agreement have been omitted Roadrunner Transportation Systems, Inc. ExhibitEX-2.2 2 exhibit22stockpurchaseag.htm EX 2.2 exhibit22stockpurchaseag CONFIDENTIAL EXECUTION VERSION PHX 332443243v9 ____________________________ STOCK PURCHASE AGREEMENT ____________________________ BY AND AMONG QIC INTERMEDIATE HOLDINGS,…To view the full exhibit click here
About ROADRUNNER TRANSPORTATION SYSTEMS, INC. (NYSE:RRTS)
Roadrunner Transportation Systems, Inc. (RRTS) is an asset-light transportation and logistics service provider. The Company offers a suite of global supply chain solutions, including truckload logistics (TL), customized and expedited less-than-truckload (LTL), intermodal solutions (transporting a shipment by over one mode, primarily through rail and truck), freight consolidation, inventory management, expedited services, air freight, international freight forwarding, customs brokerage and transportation management solutions. The Company operates through three segments: Truckload Logistics, Less-than-Truckload and Global Solutions. The Company utilizes a third-party network of transportation providers, consisting of independent contractors (ICs) and purchased power providers, to serve a diverse customer base. It primarily focuses on small to mid-size shippers.