YRC Worldwide Inc. (NASDAQ:YRCW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Overview

On July26, 2017, YRC Worldwide Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Loan Parties”) entered into that certain Amendment No.4 and Refinancing Amendment, by and among the Loan Parties, Credit Suisse AG, Cayman Islands Branch (the “Agent”) and the several banks and other financial institutions or entities from time to time party thereto (the “Refinancing Amendment”), which amends that certain Credit Agreement, dated as of February13, 2014, by and among the Company, the guarantors party thereto from time to time and the Agent (as previously amended, supplemented or modified, the “Credit Agreement”). Allcapitalized terms usedbut not definedhereinshall have the meaning assigned to them in the Credit Agreement.

The Refinancing Amendment provides, among other things, that the outstanding term loans under the Credit Agreement are satisfied and discharged in full (the “Refinancing”) and the Company incurs Other Term Loans in the aggregate principal amount of $600.0 million (the “Tranche B-1 Facility”). In connection with the Refinancing, the Loan Parties voluntarily prepaid approximately $35.2 million in aggregate principal amount of outstanding term loans under the Credit Agreement. Substantially concurrently with the consummation of the Refinancing, the full amount of the Tranche B-1 Facility loans was drawn.

Set forth below are certain material terms relating to the Refinancing Amendment.

Interest Rate

The applicable margin for Tranche B-1 Facility loans depends on the Loan Parties’ total leverage ratio. If the Loan Parties’ total leverage ratio is greater than 2:1 as of the immediately preceding quarter, the applicable margin will be 7.50% in the case of ABR loans and 8.50% in the case of Eurodollar loans. If the total leverage ratio as of the end of the immediately preceding quarter is less than or equal to 2:1, the applicable margin will be 5.50% in the case of ABR loans and 6.50% in the case of Eurodollar term loans.

Incremental Indebtedness

The Loan Parties’ ability to incur incremental debt under the Credit Agreement is now subject to compliance with a senior secured leverage ratio of 2:1.

Prepayments and Premiums

Subject to certain exceptions, Tranche B-1 Facility loans are subject to mandatory prepayments in amounts equal to (i)specified percentages of the Loan Parties’ excess cash flow, subject to step downs based on the achievement of certain leverage ratios and minimum liquidity requirements, (ii)50% of the net cash proceeds realized in connection with any sale-leaseback transactions or dispositions of real property, subject to limited exceptions, and (iii)50% of the net cash proceeds realized in connection with the sale or issuance of equity interests of the Company in an aggregate amount up to $30.0 million for all such net proceeds. In other than the case of voluntary prepayments made with net cash proceeds from equity issuances, voluntary prepayments of Tranche B-1 Facility loans will require payment of, (x)prior to July26, 2018, a make-whole premium based on a 1.00% premium plus interest through July26, 2018 computed at a discount rate equal to the treasury rate plus 50 basis points, and (y)on and after July26, 2018 but prior to July26, 2019, a prepayment premium equal to 1% of the aggregate amount of the applicable Tranche B-1 Facility loans being prepaid.

Maturity and Amortization

The Tranche B-1 Facility loans will mature on July26, 2022. In the event that on or before the date that is 60 days prior to the December31, 2019 maturity of the pension fund obligations under the Contribution Deferral Agreement (the “CDA Obligations”), the specified maturity of the CDA Obligations have not have been extended (including in connection with any permitted refinancing thereof) to a date that is at least 91 days after the final maturity date of the Tranche B-1 Facility, the Tranche B-1 Facility loans will instead mature on November1, 2019. The principal amount of the Tranche B-1 Facility loans amortizes in quarterly installments equal to 0.75% of the original principal amount of the Tranche B-1 Facility loans, with the balance payable at maturity.

2

Security

In connection with the Refinancing Amendment, the Loan Parties pledged to the Agent additional collateral to secure the obligations under the Tranche B-1 Facility. Such additional collateral consists of certain owned real property having an appraised value of $450,000 or greater (as of December31, 2013 in the case of existing owned real property or measured as of the time such real property is acquired).

Certain Covenants

Capital expenditures made by the Company and its restricted subsidiaries in any fiscal year are not permitted to exceed the amounts set forth below:

In addition, the Company’s total leverage ratio may not be greater than the amounts set forth below at the end of the identified test periods:

The foregoing description of the Refinancing Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Refinancing Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The disclosure set forth above in Item 1.01 is incorporated by reference herein.

3

The Company issued a press release on July26, 2017 announcing entry into the Refinancing Amendment. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference.

4

YRC Worldwide Inc. Exhibit
EX-10.1 2 d428601dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 4 AND REFINANCING AMENDMENT Dated as of July 26,…
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About YRC Worldwide Inc. (NASDAQ:YRCW)

YRC Worldwide Inc. (YRC Worldwide) is a holding company that, through its subsidiaries and its interest in a Chinese joint venture, offers a range of transportation services. The Company has a less-than-truckload (LTL) networks in North America with local, regional, national and international capabilities. It offers supply chain solutions enabling customers to ship industrial, commercial and retail goods. The Company operates through two segments: YRC Freight and Regional Transportation. The Company’s YRC Freight segment is focused on business opportunities in national, regional and international markets. YRC Freight provides for the movement of industrial, commercial and retail goods. The Company’s Regional Transportation segment is a transportation service provider focused on business opportunities in the regional and next-day delivery markets. Regional Transportation comprises USF Holland Inc. (Holland), New Penn Motor Express, Inc. (New Penn) and USF Reddaway Inc. (Reddaway).

YRC Worldwide Inc. (NASDAQ:YRCW) Recent Trading Information

YRC Worldwide Inc. (NASDAQ:YRCW) closed its last trading session down -0.10 at 13.02 with 974,345 shares trading hands.