| DELAWARE | 001-34734 | 20-2454942 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
4900 S. PENNSYLVANIA AVE. CUDAHY, WISCONSIN | 53110 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. | |
On April 30, 2012, we announced our acquisition of all of the outstanding capital stock and the Charleston, South Carolina property of Wando Trucking, Inc., a provider of intermodal transportation and related services in the Southeast, for approximately $9.0 million. The acquisition was financed with borrowings under our third amended and restated credit agreement described in Item 2.03 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2012. A copy of the press release announcing this event is attached as Exhibit 99.1 and is hereby incorporated by reference into this Item 8.01. | ||
In addition, on April 30, 2012, we announced our acquisition of all of the outstanding capital stock of Adrian Carriers, Inc. and C.B.A. Container Sales, Ltd., a logistics service provider offering container management and intermodal solutions based in Milan, Illinois, for a total purchase price of approximately $14.2 million, plus an earn-out capped at $6.5 million. The acquisition was financed with borrowings under our third amended and restated credit agreement described in Item 2.03 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2012. A copy of the press release announcing this event is attached as Exhibit 99.2 and is hereby incorporated by reference into this Item 8.01. | ||
| Item 9.01. | Financial Statements and Exhibits. | |
| (a) | Financial Statements of Business Acquired. | |
| Not applicable. | ||
| (b) | Pro Forma Financial Information. | |
| Not applicable. | ||
| (c) | Shell Company Transactions. | |
| Not applicable. | ||
| (d) | Exhibits. | |
| Exhibit | ||
| Number | ||
| 99.1 | Press Release, dated April 30, 2013 entitled “Roadrunner Transportation Systems Announces Acquisition of Wando Trucking" | |
| 99.2 | Press Release, dated April 30, 2013 entitled “Roadrunner Transportation Systems Announces Acquisition of Adrian Carriers" | |
| 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. | ||
| ROADRUNNER TRANSPORTATION SYSTEMS, INC. | ||||||
| Date: April 30, 2013 | By: | /s/ Peter R. Armbruster | ||||
| Peter R. Armbruster | ||||||
| Chief Financial Officer | ||||||
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release, dated April 30, 2013 entitled “Roadrunner Transportation Systems Announces Acquisition of Wando Trucking" | |
| 99.2 | Press Release, dated April 30, 2013 entitled “Roadrunner Transportation Systems Announces Acquisition of Adrian Carriers" | |
