Item 7.01
Regulation FD Disclosure.
Kathleen Ross Press Release
On
October 10, 2017
, the Company issued a press release discussing the appointment of Ms. Ross to the Board. A copy of the press release is attached to this report as Exhibit 99.1.
Asset Coverage Ratio Update
As previously disclosed by the Company on a Form 8-K filed with the Securities and Exchange Commission on October 5, 2017, the Company entered into a Sixth Amendment to Amended and Restated Credit Agreement (the “Sixth Amendment”), which made certain amendments on the Company’s existing primary credit facility. The Company has been made aware of certain market commentary concerning the asset coverage ratio financial covenant in the Sixth Amendment of 0.7 to 1.0. As disclosed in the October 5, 2017 Form 8-K (and a previous July 7, 2017 Form 8-K), the asset coverage ratio measures only the Company’s U.S. accounts receivable and rolling stock. Largely for historical reasons, the asset coverage ratio does not include U.S. or Canadian real estate, which is included in the revolving lenders’ collateral package, accounts receivable in Canada and Mexico, or other miscellaneous assets. If only the appraised value of real estate were added to the U.S. accounts receivable and rolling stock, the ratio of assets to revolving commitments at September 30, 2017 would have been over 1.5 to 1.0.
Item 9.01
Financial Statements and Exhibits.
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Exhibits.
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EXHIBIT
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NUMBER
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EXHIBIT DESCRIPTION
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Press Release of Celadon Group, Inc. dated October 10, 2017.
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The information contained in Item 7.01 and Exhibit 99.1 of Item 9.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The information contained in Item 7.01 and Exhibit 99.1 of this report contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases, including “expects,” “expected,” “will,” “would be,” “intends,” “believes,” and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. In this report, statements relating to the Company’s future capital structure, financial position, and execution of the Company’s strategic initiatives, among others, are forward-looking statements. Actual results may differ from those set forth in the forward-looking statements. Readers should review and consider factors that could impact results as provided in various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission.