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Roadrunner Announces Preliminary Results of Rights Offering


Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced preliminary results of its fully backstopped $450 million rights offering following the expiration of the subscription period on February 19, 2019 at 5:00 p.m. Eastern Time (the “expiration date”). Preliminary results indicate that 7,689,618 basic subscription rights and 510,207 oversubscription rights were exercised as of the expiration date to purchase an aggregate of approximately 178,432,297 shares of common stock, which includes the exercise of basic subscription rights by affiliates of Elliott Management Corporation (such affiliates, “Elliott”). The shares of common stock were purchased at the subscription price of $0.50 per share (the “subscription price”).

As previously announced, Elliott agreed to exercise its basic subscription rights in full and purchase all unsubscribed shares of common stock in the rights offering (the “backstop commitment”). The company obtained the backstop commitment from Elliott to ensure that the rights offering would be fully subscribed and that the company will raise $450 million in gross proceeds from the rights offering. Based on the preliminary results, the company expects Elliott to purchase 721,567,703 shares of common stock pursuant to the backstop commitment at the subscription price. The company expects to consummate the backstop commitment on or about February 25, 2019 and no later than March 1, 2019. Based on the preliminary results, Elliott will own approximately 90% of the company’s common stock following consummation of the backstop commitment.

The net proceeds from the rights offering and backstop commitment will primarily be used to fully redeem the company’s outstanding shares of its preferred stock and to pay related accrued and unpaid dividends. Proceeds will also be used to pay fees and expenses in connection with the rights offering and backstop commitment. The company will retain at least $30 million of net cash proceeds which will be used for general corporate purposes. The purpose of the rights offering is to improve and simplify the company’s capital structure in a manner that gives the company’s existing stockholders the opportunity to participate on a pro rata basis.

“We believe the simplification and improvement of our capital structure accomplished through the rights offering will support our long-term business plans and increase the speed and likelihood of a full operational recovery for Roadrunner,” said Curt Stoelting, Chief Executive Officer of Roadrunner.

These results are preliminary in nature and are subject to change following final count of subscription certificates and closing procedures by the company’s rights agent. The company expects to issue a press release on or about February 25, 2019 to announce the final results of the rights offering.

If a holder did not exercise its subscription rights prior to the expiration date, such rights have expired and are void and have no value, and such holder owns the same number of shares of the company’s common stock as such holder did before the commencement of the rights offering.

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 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. Forward-looking statements also include, among other things, statements regarding the preliminary results of the rights offering; the number of shares Elliott will purchase pursuant to the backstop commitment; the date by which the company intends to close the rights offering and the backstop commitment; the percentage of shares of the company’s common stock Elliott will hold after consummation of the rights offering and backstop commitment; and the company’s expected use of net proceeds. 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. 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 except as required by law. For a full discussion of risks and uncertainties, see the section entitled "Risk Factors" in Roadrunner's Prospectus dated February 1, 2019.

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