Important Additional Information
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. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional copies of the prospectus may be obtained free of charge at the website maintained by the SEC atwww.sec.gov or by contacting Roadrunner at (414)615-1500.
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®, ActiveOn-Demand® and Ascent Global Logistics® brands. The Roadrunner brand offers less-than-truckload,over-the-road truckload and intermodal services. ActiveOn-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 Roadrunner’s 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 whether and when the company will commence the rights offering; the company’s estimate of Adjusted EBITDA for 2018; whether the company will distribute transferable subscription rights to purchase common stock; the company’s expectation that the rights will be admitted for trading on the New York Stock Exchange during the course of the rights offering; whether holders will be entitled to and able to exercise their over-subscription rights; whether the rights offering will be fully subscribed and how much the company will raise in gross proceeds; the company’s use of net proceeds from the rights offering; the company’s expectation regarding the amount of net proceeds it will retain following consummation of the rights offering; the effect of the rights offering on the company’s capital structure; whether and when a prospectus and other materials will be sent to stockholders; how long stockholders will have to exercise their subscription rights; the date by which the company intends to close the rights offering and backstop commitment; and whether the company will ultimately consummate 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 Roadrunner’s current assumptions, expectations, and beliefs and are subject to substantial risks, estimates, assumptions, uncertainties and changes in circumstances that may cause Roadrunner’s actual results, performance, initiatives, or achievements, to differ materially from those expressed or implied in any forward-looking statement. Such factors include, among others, the risk that our 2018 full year Adjusted EBITDA may differ materially from our estimate as a result of the completion of ouryear-end closing procedures, final adjustments, completion of theyear-end audit, or other developments arising between now and the time that our full-year 2018 financial results are finalized. 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 Roadrunner’s Prospectus dated February 1, 2019 and in Roadrunner’s Form10-K for the fiscal year ended December 31, 2017, filed with the SEC on June 20, 2018.
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