Roadrunner Transportation Systems, Inc. (Roadrunner or the company) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced the record date of January 30, 2019 for the companys upcoming rights offering. The company filed Amendment No. 2 to its Registration Statement on Form S-1 relating to the rights offering (the Registration Statement) on January 11, 2019 and expects that the Registration Statement will become effective on January 31, 2019.
Once the Registration Statement is effective, the company intends to commence the rights offering on February 1, 2019. On the commencement date, the company will distribute rights to purchase common stock to its stockholders of record as of January 30, 2019 and allow such holders until February 19, 2019 to exercise their rights. Stockholders of record will receive one right for every share of common stock such holder owns on the record date. Each right will entitle the holder to purchase approximately 23.1 shares of the companys common stock. The company expects the rights will be admitted for trading on the New York Stock Exchange under the symbol RRTS RT during the course of the rights offering. The company intends to close the rights offering and the related backstop commitment on or about February 25, 2019 and no later than March 1, 2019.
As previously disclosed, the shareholder-approved rights offering calls for the issuance and sale of 900,000,000 shares of the companys common stock at a subscription price of $0.50 per share to raise $450 million in gross proceeds.
Questions about the rights offering may be directed to the companys dealer manager, Barclays Capital Inc., by telephone at (212) 526-3511 or (212) 526-1627.
Important Additional Information
A registration statement relating to the rights offering has been filed with the Securities and Exchange Commission (SEC) but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
A copy of the prospectus forming a part of the registration statement may be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting Roadrunner at (414) 615-1500. The rights will be issued to holders of Roadrunners common stock as of the January 30, 2019 record date. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Roadrunner Transportation Systems, Inc.
Roadrunner Transportation Systems is a leading asset-right transportation and asset-light logistics provider offering a full suite of services and solutions under the Roadrunner, Active On-Demand and Ascent Global Logistics brands. The Roadrunner brand offers less-than-truckload, over-the-road truckload and intermodal services. Active On-Demand offers premium mission critical air and ground logistics solutions. Ascent Global Logistics offers domestic freight management, retail consolidation, international freight forwarding and customs brokerage. For more information, please visit Roadrunners websites, www.rrts.com and www.ascentgl.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which relate to future events, performance, and strategic initiatives. Forward-looking statements also include, among other things, statements regarding the Registration Statement becoming effective; the companys expectation that it will commence the rights offering on February 1, 2019; whether the company will distribute rights on February 1, 2019 to its stockholders of record; whether stockholders of record will have until February 19, 2019 to exercise their rights; the companys expectation that the rights will be listed for trading on the New York Stock Exchange; and the date by which the company intends to close the rights offering and backstop commitment. These statements are often, but not always, made through the use of words or phrases such as may, will, anticipate, estimate, plan, project, continuing, ongoing, expect, believe, intend, predict, potential, opportunity, and similar words or phrases or the negatives of these words or phrases. These forward-looking statements are based on Roadrunners current assumptions, expectations, and beliefs and are subject to substantial risks, estimates, assumptions, uncertainties and changes in circumstances that may cause Roadrunners actual results, performance, initiatives, or achievements, to differ materially from those expressed or implied in any forward-looking statement. Because the risks, estimates, assumptions and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements, you should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and, except as required by law, Roadrunner assumes no obligation and does not intend to update any forward-looking statement to reflect events or circumstances after the date hereof. For a full discussion of risks and uncertainties, see the section entitled Risk Factors in Roadrunners Registration Statement on Form S-1, originally filed with the SEC on September 19, 2018 and amended on December 10, 2018 and January 11, 2019, and in Roadrunners Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on June 20, 2018.