13D Filing: Elliott Associates, L.P. and Roadrunner Transportation Systems Inc. (RRTS)

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On May 1, 2017, the Reporting Persons and the Issuer entered into an Investment Agreement (attached hereto as Exhibit 99.2) whereby the Reporting Persons agreed to purchase Preferred Stock (as defined below) and Warrants (as defined below).  The transaction was consummated on May 2, 2017.  Additionally, as part of such transaction, the Reporting Persons entered into a Registration Rights Agreement with the Issuer (attached hereto as Exhibits 99.3) as well as a Stockholders’ Agreement with the Issuer (attached hereto as Exhibit 99.4) under which the Reporting Persons, among other things, are entitled to designate two individuals for nomination to the Issuer’s Board of directors following receipt of regulatory approvals.  Upon the redemption of the Preferred B Stock (as defined below) and Preferred C Stock (as defined below) issued to the Reporting Persons in the transaction, if the Reporting Persons continues to beneficially own at least 5.0% of the equity value of the company (not inclusive of any warrants), the Reporting Persons will have the right to designate a total of one individual for nomination to the Board and one individual to act as a Board observer.  Apart from the exercise of rights associated with the agreements described above, the Reporting Persons have no present intentions to engage with the Issuer on any other matter set forth in subparagraphs (a) – (j) of Item 4.

Although the Reporting Persons had no plans or proposals at the time of their various purchases and do not have plans or proposals at present, the Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board of Directors of the Issuer, other shareholders or third parties, including, potential acquirers, service providers and financing sources, and/or formulate plans or proposals regarding the Issuer, its assets or its securities. The Reporting Persons may take positions or make proposals with respect to potential changes in the operations, management, the certificate of incorporation and bylaws, Board of Directors composition, ownership, capital or corporate structure, dividend policy, strategy and plans of the Issuer as a means of enhancing shareholder value or may change their intention with respect to any and all matters referred to in Item 4. Such proposals or positions may include one or more plans that relate to or would result in any of the actions required to be reported herein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated in its entirety.

On May 1, 2017, the Reporting Persons entered into an Investment Agreement with the Issuer whereby the Reporting Persons would provide financing to the Issuer in return for Preferred Shares and Warrants to purchase the Issuer’s Common Stock.  The terms and conditions of the Investment Agreement are qualified in their entirety by reference to the Investment Agreement, which is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

On May 2, 2017, the Reporting Persons entered into an Registration Rights Agreement with the Issuer, the terms and conditions of which are qualified in their entirety by reference to the Registration Rights Agreement, which is attached as Exhibit 99.3 hereto and is incorporated herein by reference.

On May 2, 2017, the Reporting Persons entered into a Stockholders’ Agreement with the Issuer, the terms and conditions of which are qualified in their entirety by reference to the Stockholders’ Agreement, which is attached as Exhibit 99.4 hereto and is incorporated herein by reference.

Elliott owns 49,600 shares of Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”).  Elliott International owns 105,400 shares of Series B Preferred Stock. The terms and conditions of the Series B Preferred Stock are qualified in their entirety by reference to the Certificate of Designations of the Series B Preferred Stock, which is attached as Exhibit 99.5 hereto and is incorporated herein by reference.

Elliott owns 17,600 shares of Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”). Elliott International owns 37,400 shares of Series C Preferred Stock. The terms and conditions of the Series C Preferred Stock are qualified in their entirety by reference to the Certificate of Designations of the Series C Preferred Stock, which is attached as Exhibit 99.6 hereto and is incorporated herein by reference.

Elliott owns 32 shares of Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”). Elliott International owns 68 shares of Series D Preferred Stock. The terms and conditions of the Series D Preferred Stock are qualified in their entirety by reference to the Certificate of Designations of the Series D Preferred Stock, which is attached as Exhibit 99.7 hereto and is incorporated herein by reference.

Elliott owns 28,800 shares of Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”). Elliott International owns 61,200 shares of Series E Preferred Stock. The terms and conditions of the Series E Preferred Stock are qualified in their entirety by reference to the Certificate of Designations of the Series E Preferred Stock, which is attached as Exhibit 99.8 hereto and is incorporated herein by reference.

Elliott owns 76,960 shares of Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series F Preferred Stock”, and together with the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, the “Preferred Stock”).  Elliott International owns 163,540 shares of Series E Preferred Stock. The terms and conditions of the Series F Preferred Stock are qualified in their entirety by reference to the Certificate of Designations of the Series F Preferred Stock, which is attached as Exhibit 99.9 hereto and is incorporated herein by reference.

Elliott owns warrants that will become exercisable for nominal consideration on May 2, 2018 and that will expire on May 2, 2025, for 121,463 shares of Common Stock (the “Warrants”). Elliott International owns Warrants exercisable for 258,109 shares of Common Stock. The terms and conditions of the Warrants are qualified in their entirety by reference to the full text of such document, which is attached as Exhibit 99.10 hereto and is incorporated herein by reference.

Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.2 – Investment Agreement, dated May 1, 2017, between Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Brockdale Investments LP. (incorporated herein by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed May 4, 2017) (File No. 001-34734).

Exhibit 99.3 – Registration Rights Agreement, dated May 2, 2017, between Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., Brockdale Investments LP, Thayer Equity Investors V, L.P., TC Roadrunner-Dawes Holdings, L.L.C., TC Sargent Holdings, L.L.C., HCI Equity Partners III, L.P., and HCI Co-Investors III, L.P. (incorporated herein by reference to Exhibit 4.4 of the Issuer’s Current Report on Form 8-K filed May 4, 2017) (File No. 001-34734).

Exhibit 99.4 – Stockholders’ Agreement, dated May 2, 2017, between Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Brockdale Investments LP (incorporated herein by reference to Exhibit 4.3 of the Issuer’s Current Report on Form 8-K filed May 4, 2017) (File No. 001-34734).

Exhibit 99.5 – Certificate of Designations, Preferences and Rights of Series B Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 3.3 of the Issuer’s Current Report on Form 8-K filed May 4, 2017) (File No. 001-34734).

Exhibit 99.6 – Certificate of Designations, Preferences and Rights of Series C Cumulative Redeemable Participating Preferred Stock (incorporated herein by reference to Exhibit 3.4 of the Issuer’s Current Report on Form 8-K filed May 4, 2017) (File No. 001-34734).

Exhibit 99.7 – Certificate of Designations, Preferences and Rights of Series D Cumulative Redeemable Participating Preferred Stock (incorporated herein by reference to Exhibit 3.5 of the Issuer’s Current Report on Form 8-K filed May 4, 2017) (File No. 001-34734).

Exhibit 99.8 – Certificate of Designations, Preferences and Rights of Series E Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 3.6 of the Issuer’s Current Report on Form 8-K filed May 4, 2017) (File No. 001-34734).

Exhibit 99.9 – Certificate of Designations, Preferences and Rights of Series F Cumulative Redeemable Preferred Stock  (incorporated herein by reference to Exhibit 3.7 of the Issuer’s Current Report on Form 8-K filed May 4, 2017) (File No. 001-34734).

 Exhibit 99.10 – Warrant Agreement, dated May 2, 2017, between Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Brockdale Investments LP (incorporated herein by reference to Exhibit 4.2 of the Issuer’s Current Report on Form 8-K filed May 4, 2017) (File No. 001-34734).

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

May 4, 2017