SCHNEIDER NATIONAL, INC. (NASDAQ:NCMI) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01 Entry into a Material Definitive Agreement.
On April11, 2017, Schneider National, Inc., a Wisconsin
corporation (the Company), closed its previously announced
initial public offering (the IPO) of 28,947,000 shares of
its ClassB common stock, no par value (the ClassB Common
Stock). The Company has granted the underwriters the option
to purchase an additional 4,342,000 shares of Class B Common
Stock, which has not been exercised to date.
In connection with the IPO, on April5, 2017, the Company entered
into an underwriting agreement with Morgan Stanley Co. LLC, UBS
Securities LLC and Merrill Lynch, Pierce, Fenner Smith
Incorporated, as representatives of the several underwriters
listed in Schedule II thereto, and the selling stockholders
listed in Schedule I thereto, which became effective upon the
satisfaction of certain conditions set forth therein. The
underwriting agreement is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
The Company also entered into a registration rights agreement,
which became effective upon the closing of the IPO and is
described in detail in the Companys Registration Statement on
Form S-1 (File No.333-203852), as amended (the Registration
Statement). The registration rights agreement is filed
herewith as Exhibit 4.1 and is incorporated herein by reference.
ITEM5.03 Amendments to Articles of Incorporation or
Bylaws.
Upon the closing of the IPO, the Amended and Restated Articles of
Incorporation (the Amended and Restated Articles) and the
Amended and Restated Bylaws of the Company became finally
effective. A description of the Companys capital stock giving
effect to the adoption of the Amended and Restated Articles and
the Amended and Restated Bylaws is set forth in the Registration
Statement. The Amended and Restated Articles and the Amended and
Restated Bylaws are filed herewith as Exhibits3.1 and 3.2,
respectively, and are incorporated herein by reference.
ITEM8.01 Other Events.
On April11, 2017, the Company issued a press release announcing
the closing of the IPO. A copy of the press release is furnished
herewith as Exhibit 99.1.
ITEM9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description | |
| 1.1 |
Underwriting Agreement, dated April5, 2017, by and among Schneider National, Inc., Morgan Stanley Co. LLC, UBS Securities LLC and Merrill Lynch, Pierce, Fenner Smith Incorporated, as representatives of the several underwriters listed in Schedule II thereto, and the selling stockholders listed in Schedule I thereto. |
|
| 3.1 |
Amended and Restated Articles of Incorporation of Schneider National, Inc., dated as of March17, 2017. |
|
| 3.2 |
Amended and Restated Articles of Bylaws of Schneider National, Inc., dated as of March17, 2017. |
|
| 4.1 |
Registration Rights Agreement, dated April11, 2017, by and among Schneider National, Inc., MaryP. DePrey, ThereseA. Koller, Paul J. Schneider, Thomas J. Schneider, Kathleen M. Zimmermann, the Donald J. Schneider Childrens Trust#1 f/b/o Mary P. DePrey, the Donald J. Schneider Childrens Trust #2 f/b/o MaryP. DePrey, the DonaldJ. Schneider Childrens Trust#1 f/b/o Paul J. Schneider, the Donald J. Schneider Childrens Trust #2 f/b/o Paul J. Schneider, the DonaldJ. Schneider Childrens Trust #1 f/b/o Therese A. Koller, the Donald J. Schneider Childrens Trust #2 f/b/o ThereseA. Koller, the Donald J. Schneider Childrens Trust #1 f/b/o Thomas J. Schneider, the Donald J. Schneider Childrens Trust#2 f/b/o Thomas J. Schneider, the Donald J. Schneider Childrens Trust #1 f/b/o Kathleen M. Zimmermann, the DonaldJ. Schneider Childrens Trust #2 f/b/o Kathleen M. Zimmermann, the Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey, the Donald J. Schneider 2000 Trust f/b/o Therese A. Koller, the Donald J. Schneider 2000 Trust f/b/o Paul J. Schneider, the Donald J. Schneider 2000 Trust f/b/o Thomas J. Schneider, the Donald J. Schneider 2000 Trust f/b/o KathleenM. Zimmermann, the Paul J. Schneider 2011 Trust, the Mary P. DePrey 2011 Trust, the Therese A. Koller 2011 Trust and the Kathleen M. Zimmermann 2011 Trust. |
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| 99.1 | Press Release, dated April11, 2017. |
About SCHNEIDER NATIONAL, INC. (NASDAQ:NCMI)
National CineMedia, Inc. (NCM, Inc.) is a holding company that manages its consolidated subsidiary National CineMedia, LLC (NCM LLC). The Company operates digital in-theater network in North America, allowing NCM LLC to sell advertising and certain third-party theater circuits under long-term network affiliate agreements. It is engaged in the sale of advertising to national, regional and local businesses in First Look, its cinema advertising and entertainment pre-show seen on movie screens across the United States It also sells advertising on its Lobby Entertainment Network (LEN), a series of screens located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies. The Company sells online and mobile advertising through its Cinema Accelerator digital product to reach entertainment audiences beyond the theater. In-theater advertising and entertainment content is distributed across NCM LLC’s national theater network. SCHNEIDER NATIONAL, INC. (NASDAQ:NCMI) Recent Trading Information
SCHNEIDER NATIONAL, INC. (NASDAQ:NCMI) closed its last trading session down -0.16 at 12.30 with 344,330 shares trading hands.
