DOWNERS GROVE, Ill., July 27, 2020 /PRNewswire/ -- Roadrunner Transportation Systems, Inc. ("Roadrunner" or the "company") (Pink: RRTS) today announced that the company intends to effectuate a spin-off of Ascent Global Logistics as a stock dividend to its stockholders. The proposed spin-off remains subject to final approval by Roadrunner's Board of Directors, and certain tax and legal considerations. The proposed spin-off, which is expected to be completed in August 2020, would create two independent companies: Roadrunner Transportation Systems, Inc. (doing business as Roadrunner Freight and encompassing the less-than-truckload and truckload businesses) and privately-held Ascent Global Logistics, Inc. (encompassing Ascent Domestic, Ascent International and Ascent On-Demand).
"With the actions announced today, we are left with two companies positioned to deliver significant value for their customers and investors," said Chris Jamroz, Executive Chairman of Roadrunner Transportation Systems.
Roadrunner's Board of Directors identified a spin-off of Ascent as a significant opportunity to create shareholder value. Benefits include (1) structuring each business to take advantage of unique growth opportunities in its respective end market; (2) tailoring the business model to its specific long-term strategies; and (3) aligning external financial resources, such as access to capital markets, and insurance factors, with the unique nature of each business. Additionally, it is expected that corporate spend will be reduced between the two entities by collapsing the Roadrunner Transportation Systems corporate function into the operations of Roadrunner Freight and Ascent Global Logistics.
Ascent Global Logistics
Ascent will be headquartered in Belleville, Michigan and will continue as a market leader in domestic freight management, international freight forwarding and expedited transportation services on the ground and in the air. Ascent has also executed a term sheet that contemplates a new senior secured revolving credit facility.
Upon successful completion of the spin-off, Tom Stenglein will become President of Ascent Global Logistics, Inc. Mr. Stenglein is currently the President of Ascent On-Demand and Chief Financial Officer of Ascent.
Contemporaneously with the completion of the spin-off, Roadrunner's existing senior secured credit facility with BMO Bank Harris, N.A. will be terminated. Although the capital and banking structure of Roadrunner (post-spin-off) has not yet been finalized and specific terms remain to be determined, it is expected that Roadrunner will be capitalized following the spin-off with zero debt and sufficient liquidity and flexibility to pursue future growth opportunities.
Upon successful completion of the spin-off, Frank Hurst will become President of Roadrunner Transportation Systems, Inc. Mr. Hurst has served as President of Roadrunner Freight since 2017.
Transaction Details and Next Steps
The transaction is currently expected to be completed in August 2020, subject to final approval by Roadrunner's Board of Directors, and certain tax and legal considerations.
In connection with the transaction, Roadrunner will provide to its stockholders and make available on its website an Information Statement that will contain additional information about Ascent and the transaction. Additionally, the equity of Ascent is not expected to be publicly traded.
Lincoln International is serving as financial advisor to Roadrunner and Greenberg Traurig, LLP is serving as legal counsel.
American Stock Transfer & Trust Company, LLC, Roadrunner's transfer agent, will act as the distribution agent for the spin-off.
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 Freight®, Ascent On-Demand® and Ascent Global Logistics® brands. The Roadrunner brand offers less-than-truckload and over-the-road truckload and services. Ascent 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 may contain forward-looking statements and information relating to, among other things, Roadrunner, Ascent Global Logistics, their respective business plans and strategies, their respective industries and other future events. 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 Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission.