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
Date of
report (Date of earliest event reported): March 02,
2020
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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Asset-Based
Lending Credit Agreement
As described in
Item 2.03 below, on March 2, 2020, the Company and its direct and
indirect subsidiaries entered into an amended and restated
asset-based lending facility with BMO Harris Bank N.A. 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 1.02.
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Termination of a Material Definitive Agreement
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Term Loan
Credit Agreement
On March 2, 2020,
the Company repaid in full and terminated the previously disclosed
credit agreement dated as of February 28, 2019, as amended from
time to time (the “Term Loan Credit Agreement”) with BMO Harris
Bank N.A., as Administrative Agent and Lender, Elliott Associates,
L.P. and Elliott International, L.P, as Lenders, and BMO Capital
Markets Corp., as Lead Arranger and Book Runner.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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Asset-Based
Lending Credit Agreement
On March 2, 2020,
the Company and its direct and indirect domestic subsidiaries
entered into an amended and restated credit agreement (the “ABL
Credit Agreement”) with BMO Harris Bank N.A., as Administrative
Agent, Lender, Letter of Credit Issuer and Swing Line Lender (the
“ABL Credit Facility”).
The ABL Credit
Facility consists of a $50.0 million asset-based revolving line of
credit subject to a $10.0 million commitment block, of which up to
(i) $1.0 million may be used for Swing Line Loans (as defined in
the ABL Credit Agreement), and (ii) $13.0 million may be used for
letters of credit. The ABL Credit Facility matures on April 1,
2021. Advances under the Company’s ABL Credit Facility bear
interest at either: (a) the LIBOR Rate (as defined in the ABL
Credit Agreement), plus an applicable margin of 4.00%; or (b) the
Base Rate (as defined in the ABL Credit Agreement), plus an
applicable margin of 3.00%.
The obligations
under the Company’s ABL Credit Agreement are guaranteed by each of
its domestic subsidiaries pursuant to a guaranty included in the
ABL Credit Agreement. As security for the Company’s and its
domestic subsidiaries’ obligations under the ABL Credit Agreement,
each of the Company and its domestic subsidiaries have granted a
first priority lien on substantially all its domestic subsidiaries’
tangible and intangible personal property, including accounts
receivable, equipment (including rolling stock and aircraft) and
the capital stock of certain of the Company’s direct and indirect
subsidiaries.
The ABL Credit Agreement
contains a minimum fixed charge coverage ratio financial covenant
that must be maintained when excess availability falls below a
specified amount. In addition, the ABL Credit Agreement contains
negative covenants limiting, among other things, additional
indebtedness, transactions with affiliates, additional liens, sales
of assets, dividends, investments and advances, prepayments of
debt, mergers and acquisitions, and other matters customarily
restricted in such agreements. The ABL Credit Agreement also
contains customary events of default, including payment defaults,
breaches of representations and warranties, covenant defaults,
events of bankruptcy and insolvency, failure of any guaranty or
security document supporting the ABL Credit Agreement to be in full
force and effect, and a change of control of the Company’s
business.
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: March 3,
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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