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
September 15, 2017
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 | | 001-34734 | | 20-2454942 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1431 Opus Place, Suite 530 Downers Grove, Illinois | | | | 60515 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
(414) 615-1500
(Registrant’s telephone number, including area code)
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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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
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 2.01. | Completion of Acquisition or Disposition of Assets. |
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On September 15, 2017, Ascent Global Logistics Holdings, Inc. (“Ascent”), a wholly owned subsidiary of Roadrunner Transportation Systems, Inc. (“Roadrunner”), completed its previously announced sale of Unitrans, Inc. (“Unitrans”), a wholly owned subsidiary of Ascent, pursuant to the terms of a Stock Purchase Agreement, dated as of August 16, 2017 (the “Purchase Agreement”), by and among QIC Intermediate Holdings, Inc. (“Buyer”), Ascent and Unitrans, pursuant to which Ascent agreed to sell, and Buyer agreed to purchase, all of the issued and outstanding capital stock of Unitrans in exchange for cash consideration of $95,000,000. The purchase price is subject to customary adjustments.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.2 to the Current Report on Form 8-K filed by Roadrunner with the Securities and Exchange Commission (the “SEC”) on August 21, 2017 and is incorporated herein by reference into this Item 2.01.
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| Item 9.01. | Financial Statements and Exhibits. |
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| | (a) | Financial Statements of Business Acquired. |
| | | Not applicable. |
| | (b) | Pro Forma Financial Information. |
| | | The unaudited pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment of this Current Report on Form 8-K when Roadrunner’s previously announced restatement of its previously filed financial statements is completed. |
| | (c) | Shell Company Transactions. |
| | | Not applicable. |
| | (d) | Exhibits. |
| Exhibit | |
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| 2.2 | Stock Purchase Agreement, dated August 16, 2017, by and among QIC Intermediate Holdings, Inc., Unitrans, Inc. and Ascent Global Logistics Holdings, Inc.*
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* Incorporated by reference to Exhibit 2.2 to Roadrunner’s Current Report on Form 8-K filed with the SEC on August 21, 2017.
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: September 19, 2017 | | | | By: | /s/ Curtis W. Stoelting |
| | | | | | Curtis W. Stoelting |
| | | | | | Chief Executive Officer |
EXHIBIT INDEX
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| Exhibit | |
| Number | Description |
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| 2.2 | Stock Purchase Agreement, dated August 16, 2017, by and among QIC Intermediate Holdings, Inc., Unitrans, Inc. and Ascent Global Logistics Holdings, Inc.*
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* Incorporated by reference to Exhibit 2.2 to Roadrunner’s Current Report on Form 8-K filed with the SEC on August 21, 2017.
