UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
January 28, 2020
Date of
report (Date of earliest event reported)
ROADRUNNER
TRANSPORTATION SYSTEMS, INC.
(Exact Name
of Registrant as Specified in Charter)
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DELAWARE
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001-34734
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20-2454942
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(State or
Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1431 Opus
Place, Suite 530 Downers Grove, Illinois 60515
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(Address of
Principal Executive Offices) (Zip Code)
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(414)
615-1500
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(Registrant’s telephone
number, including area code)
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered or to be registered pursuant to Section 12(b) of the
Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value
$.01 per share
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RRTS
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The New York Stock
Exchange
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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Emerging growth
company
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If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. o
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Item
1.01.
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Entry into a
Material Definitive Agreement
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On
January 28, 2020, Roadrunner Transportation Systems, Inc., a
Delaware corporation (the “Seller”),
C.H. Robinson Company Inc., a Minnesota corporation (the
“Purchaser”)
and C.H. Robinson Worldwide, Inc., a Delaware corporation, entered
into a definitive stock purchase agreement (the
“Purchase
Agreement”) pursuant to which the
Seller agreed to sell to the Purchaser all of the issued and
outstanding equity interests of Prime Distribution Services, Inc.,
a Delaware corporation for a base purchase price of
$225 million in cash, subject to customary purchase price
adjustments (the “Transaction”).
The Purchase Agreement is dated as of January 28, 2020. The
Purchase Agreement is governed by Delaware law.
Consummation of
the Transaction is subject to various customary conditions,
including the expiration or termination of all waiting periods
under U.S. antitrust laws. Each of the Seller and Purchaser have
made customary representations, warranties and covenants in the
Purchase Agreement. The Seller and Purchaser have agreed to provide
customary indemnities, and the Purchase Agreement contemplates the
Purchaser obtaining a buy-side representation and
warranty insurance policy as recourse in the event of breaches of
the Seller’s representations and warranties.
The
representations, warranties and covenants contained in the Purchase
Agreement were made only for purposes of the Purchase Agreement as
of the specific dates therein, were solely for the benefit of the
parties to the Purchase Agreement, may be subject to limitations
agreed upon by the contracting parties, and may be subject to
standards of materiality applicable to the contracting parties that
differ from those applicable to investors.
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Item
7.01.
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Regulation
FD Disclosure
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On January 28,
2020, the Seller issued a press release announcing the signing of
the Purchase Agreement with the Purchaser. A copy of the Seller’s
press release is furnished with this Report as Exhibit 99.1 and is
incorporated herein by reference.
The information
provided pursuant to Item 7.01, including Exhibit 99.1 attached
hereto, shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any
filing under the Securities Act 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.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
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Number
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Description
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99.1
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SIGNATURES
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Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ROADRUNNER TRANSPORTATION
SYSTEMS, INC.
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Date: January 28,
2020
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By:
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/s/ Patrick
J. Unzicker
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Patrick J.
Unzicker
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Executive Vice President and
Chief Financial Officer
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