ROADRUNNER TRANSPORTATION SYSTEMS, INC. (NYSE:RRTS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement.
As described in Item 2.03 below, on December 15, 2017, we entered into a First Amendment to Credit Agreement with BMO Harris Bank, N.A. and certain other lenders. The disclosure provided in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On December 15, 2017, we and certain of our subsidiaries entered into a First Amendment to Credit Agreement (the “Amendment”) with BMO Harris Bank, N.A., as Administrative Agent and a Lender, JPMorgan Chase Bank N.A., as a Lender, and Wells Fargo Bank, N.A., as a Lender. to the Amendment, our credit agreement, dated July 21, 2017, was amended to, among other things: (i)extend the date for delivery of our restated consolidated financial statements for fiscal years 2013, 2014, and 2015 (audited) and the first three fiscal quarters of 2016 (unaudited), as well as the audited 2016 consolidated financial statements, from December 15, 2017 to January 31, 2018; (ii) require that we deliver our consolidated financial statements for the first three fiscal quarters of 2017 (unaudited) by March 15, 2018; (iii)reduce the maximum borrowing amount under the revolving line of credit by $15.0 million; and (iv)terminate the asset-based facility available to finance future capital expenditures.
The foregoing description of the terms of the Amendment 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 Amendment, which is attached hereto as Exhibit 10.33(A).
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Item 7.01. |
Regulation FD Disclosure. |
On December 18, 2017, we issued a press release announcing, among other things, (i) the Amendment, and (ii)our receipt of an extension for continued listing and trading of our common stock on the New York Stock Exchange. A copy of the press release is furnished as Exhibit99.1 hereto to Item 7.01 of Form8-K and is hereby incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information furnished to this Item 7.01, 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.
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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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10.33(A) |
First Amendment to Credit Agreement, dated December 15, 2017, among the Registrant, BMO Harris Bank N.A., the Lenders (as defined therein) and the other parties thereto |
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99.1 |
Press Release entitled “Roadrunner Transportation Systems Receives Filing Extensions” |
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Roadrunner Transportation Systems, Inc. ExhibitEX-10.33(A) 2 exhibit1033aexecutedfirs….To view the full exhibit click |
