Roadrunner Transportation Systems Inc. (RRTS)

[Enterprising Investor]

Yesterday was one wild trading day.

ROADRUNNER TRANSPORTATION SYSTEMS INC (RRTS)
Last Trade [tick] 11.6900[+]
Volume 76,794
Net Change 0.5800
Net Change % 5.22%
52 Week High 87.0000 on 07/03/2018
52 Week Low 9.2600 on 04/25/2019
Day High 12.7800
Day Low 11.1354

[Enterprising Investor]

Capital expenditure commitment is a very bullish indicator.

RRTS is finally trading above the adjusted rights offering price.

[whytestocks]

News: $RRTS Roadrunner Transportation Systems Invests in Additional Equipment to Better Serve Customers and Drivers

DOWNERS GROVE, Ill. , May 1, 2019 /PRNewswire/ -- Roadrunner Transportation Systems, Inc. ("Roadrunner" or the "company") (NYSE: RRTS) has announced their investment in additional fleet assets to improve the driving experience and keep freight moving efficiently throughout its networ...

Read the whole news https://marketwirenews.com/news-releases/roadrunner-transportation-systems-invests-in-additional-equipment-to-better-serve-customers-and-drivers-8090976.html

[Enterprising Investor]

Isn't access to full margin wonderful?

$11.63 +$1.13 10.79%

[Enterprising Investor]

Three Ex-Roadrunner Transportation Executives Charged With Accounting Fraud (4/03/19)

The former finance chief of Roadrunner Transportation Systems Inc. (RRTS) was arrested Wednesday and charged in an alleged accounting-fraud scheme that led the trucking company to restate several years of financial reports, according to court documents.

Peter Armbruster, who served as the company's CFO for about seven years through April 2017, was charged in criminal and civil complaints along with Mark Wogsland and Bret Naggs, former controllers for the company's truckload segment.

Messrs. Wogsland and Naggs were initially charged by the Justice Department last year.

On Wednesday -- a day after the Justice Department unsealed the amended charges adding Mr. Armbruster to the criminal case -- the Securities and Exchange Commission filed a civil complaint in Milwaukee federal court accusing the three former executives of manipulating the company's financial results to meet earnings targets and projections.

A lawyer representing Mr. Armbruster in the criminal case said his client was looking forward to proving his innocence.

Messrs. Wogsland and Naggs couldn't be immediately reached for comment through their lawyers. A lawyer representing Mr. Armbruster in the civil case couldn't be immediately reached.

The government alleges the scheme happened over a roughly four-year period through at least January 2017, as a flurry of acquisitions started to weigh on Roadrunner's financial results.

That, along with mounting expenses, threatened the company's ability to meet analysts' projections and put it in danger of breaching terms of its debt, according to the complaint.

"Rather than come clean and offer a true accounting of Roadrunner's financial condition," the regulator said the former executives manipulated earnings results.

The authorities said in the complaints that the three manipulated certain acquisition-related numbers to effectively create a "cushion" or "cookie jar" that they could later tap into, clouding the company's true financial picture.

On Jan. 30, 2017, Roadrunner said it would restate financial results, causing the company's stock to lose nearly one-third of its value in one day, according to FactSet data.

Roadrunner's stock traded as high as $30.84 in 2013 and was trading at $11 levels in late January 2017 when the company announced an investigation. It closed Wednesday at 43 cents.

In a bid to regain compliance with stock-listing standards, the company plans to complete a 1-for-25 reverse stock split.

The company is now controlled by Elliott Management Corp.

[whytestocks]

News: $RRTS Roadrunner Announces Completion of 1-for-25 Reverse Stock Split

Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced that at the close of business on April 4, 2019, it effected its previously-announ...

Read the whole news https://marketwirenews.com/news-releases/roadrunner-announces-completion-of-1-for-25-reverse-stock-split-7950372.html

[Bike]

$RRTS thanks much.. was wondering what it was gonna be.
Some family works on the outskirts of the Co.
Might be a good long hold after grabbing some after the RS beat down/

[Enterprising Investor]

Pre-split Closing Price (4/04/19)

ROADRUNNER TRANSPORTATION SYSTEMS INC (RRTS)
Last Trade [tick] 0.4199[+]
Volume 1,153,354

Adjusted: $10.4975

[Enterprising Investor]

Good.

Shares will remain listed on the NYSE and more importantly, margin eligible without the minimum requirement of $3 per share.

[na na]

good or bad?

[Enterprising Investor]

Roadrunner Announces Approval of 1-for-25 Reverse Stock Split (3/13/19)

OWNERS GROVE, Ill.--(BUSINESS WIRE)--Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced that its board of directors and the holders of a majority of the issued and outstanding shares of the company’s common stock approved a 1-for-25 reverse split of the company’s issued and outstanding shares of common stock. The 1-for-25 reverse stock split will be effective upon the filing and effectiveness of a certificate of amendment to Roadrunner’s amended and restated certificate of incorporation after the market closes on April 4, 2019, and Roadrunner’s common stock will begin trading on a split-adjusted basis when the market opens on April 5, 2019.

When the reverse stock split becomes effective, every 25 shares of Roadrunner’s issued and outstanding common stock will automatically be converted into one share of common stock. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share. Instead, stockholders who otherwise would hold fractional shares will be entitled to cash payments (without interest) in respect of such fractional shares. The reverse stock split will not impact any stockholder’s percentage ownership of Roadrunner, subject to the treatment of fractional shares. Following the reverse stock split, the number of outstanding shares of Roadrunner’s common stock will be reduced by a factor of 25. The certificate of amendment to Roadrunner’s amended and restated certificate of incorporation in connection with the reverse stock split will also proportionately decrease the number of authorized shares of common stock.

Roadrunner’s shares of common stock will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “RRTS” but will trade under a new CUSIP. The reverse stock split is expected to increase the market price per share of Roadrunner’s common stock in order to comply with the NYSE continued listing standards relating to minimum price per share.

American Stock Transfer & Trust Company, LLC, Roadrunner’s transfer agent, will act as the exchange agent for the reverse stock split. Please contact American Stock Transfer & Trust Company, LLC for further information at [phone] or [phone].

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.

https://www.businesswire.com/news/home/20190313005549/en/Roadrunner-Announces-Approval-1-for-25-Reverse-Stock-Split

[Enterprising Investor]

Reverse stock split will be an early 2Q event per C-call comments.

[Enterprising Investor]

Investor Presentation (3/12/19)

https://investors.rrts.com/static-files/462dcbe2-fa7f-4ab3-a1db-07709eec529a

[Enterprising Investor]

Roadrunner Transportation Systems Reports Fourth Quarter and Full Year 2018 Operating Results (3/12/19)

- Revenue growth in full year 2018

- Adjusted EBITDA improvement in Q4 and full year 2018

- Continued progress on both operational and capital structure improvements

- Positive financial outlook for 2019 and beyond

DOWNERS GROVE, Ill.--(BUSINESS WIRE)--Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced results for the fourth quarter and year ended December 31, 2018 and the filing of its Annual Report on Form 10-K.

Fourth Quarter Results

Revenues for the fourth quarter ended December 31, 2018 were $551.5 million, a 1.6% decrease from revenues of $560.4 million for the fourth quarter ended December 31, 2017. Higher revenues in the Ascent Global Logistics (“Ascent”) segment were offset by declines in the Truckload & Express Services (“TES”) and Less-Than-Truckload (“LTL”) segments.
Revenue declines in TES resulted primarily from lower air and ground expedite brokerage at Active On-Demand compared to peak levels in the prior quarter, partially offset by revenue growth in over-the-road and intermodal services.

Revenue declines in LTL were a result of planned reductions in service areas and pricing discipline to drive more shipments into higher density lanes; lower shipment counts were partially offset by higher rates and average shipment size which yielded an increase in revenue per shipment.
Ascent revenues grew by 12.6% benefiting from growth in all three service offerings. International freight forwarding drove higher percentage growth due to higher rates and volumes, including some acceleration of shipments in anticipation of potential future tariff impacts.

Operating loss in the fourth quarter of 2018 was $22.9 million, which included corporate restructuring and restatement costs of $6.7 million, non-cash fleet impairment charges in intermodal services of $1.6 million and a contingent purchase obligation adjustment of $1.8 million. Operating loss in the fourth quarter of 2017 was $22.3 million, which included corporate restructuring and restatement costs of $8.7 million and legal reserves of $5.7 million.

Net loss increased to $58.4 million in the fourth quarter of 2018 compared to $23.3 million in the fourth quarter of 2017. The increase was due primarily to the items affecting operating loss discussed above and increased interest costs of $18.1 million related to the company’s preferred stock.

Diluted loss per share available to common stockholders was $1.52 for the fourth quarter of 2018, compared to diluted loss per share of $0.61 for the fourth quarter of 2017.

Adjusted EBITDA for the fourth quarter of 2018 improved by $6.0 million to $2.9 million compared to a loss of $3.1 million for the fourth quarter of 2017. The improvement was due to higher Adjusted EBITDA in the LTL and Ascent segments and lower corporate costs in 2018. However, these improvements were partially offset by lower Adjusted EBITDA at TES which was negatively impacted by weak performance in dry van as well as softening trends in air and ground expedite, which offset improved performance in temperature controlled and flatbed.

[Tables deleted]

Full Year Results

Revenues for the year ended December 31, 2018 were $2,216.1 million. Revenues for the year ended December 31, 2017 were $2,091.3 million, including $67.6 million of revenues from Unitrans which was divested in September of 2017. Excluding Unitrans, revenues grew 9.5%. Higher revenues in the TES and Ascent segments contributed to the increase, which were partially offset by lower revenue in the LTL segment.
Revenue increases of 13.2% in TES resulted primarily from higher rates across all businesses and strong volume increases in air and ground expedite at Active On-Demand.

Revenue declines in LTL were a result of planned reductions in service areas and pricing discipline to drive more shipments into higher density lanes; lower shipment counts were partially offset by higher rates and average shipment size which yielded an increase in revenue per shipment.
Ascent revenues, excluding Unitrans, grew by 14.0% benefitting from growth in all three service offerings; retail consolidation drove higher percentage growth due to new customer starts and increased volumes and rates from existing customers.

Operating loss for the year ended December 31, 2018 was $58.5 million, which included corporate restructuring and restatement costs of $22.2 million, operations restructuring costs of $4.7 million, a contingent purchase obligation of $1.8 million and non-cash fleet impairment charges in intermodal services of $1.6 million. The operating loss for the year ended December 31, 2017 was $36.5 million, which included:
A gain on the sale of Unitrans of $35.4 million;
Corporate restructuring and restatement costs of $32.3 million;
Non-cash impairment charges of $4.4 million related to the revaluation of the Ascent segment goodwill after the sale of Unitrans;
Unitrans operating income of $5.8 million; and
Legal reserves of $5.7 million.

Net loss increased to $165.6 million for the year ended December 31, 2018, compared to $91.2 million for the year ended December 31, 2017, due primarily to the items affecting operating loss discussed above, increased interest costs of $56.0 million related to the company’s preferred stock and a lower federal tax rate. These increases were partially offset by lower bank debt interest costs and the absence of a loss from debt extinguishment of $15.9 million that occurred in 2017.
Diluted loss per share available to common stockholders was $4.30 for the year ended December 31, 2018, compared to diluted loss per share of $2.37 for the year ended December 31, 2017.

Adjusted EBITDA improved by $18.8 million to $17.3 million for the year ended December 31, 2018 compared to an Adjusted EBITDA loss, excluding the impact of Unitrans, of $1.6 million for the year ended December 31, 2017. The improvement was due to higher Adjusted EBITDA in the TES and Ascent segments and lower corporate costs in 2018, partially offset by lower Adjusted EBITDA at LTL.

Rights Offering, Debt Refinancing and Increased Liquidity

On February 26, 2019, the company completed the previously announced fully backstopped $450 million rights offering. The net proceeds from the rights offering and backstop commitment were used to fully redeem the outstanding shares of the company’s preferred stock, to pay related accrued and unpaid dividends and to add over $30 million of cash for working capital and general corporate purposes.

On February 28, 2019, the company refinanced its asset-based lending (“ABL”) facility. The new ABL facility consists of a $200.0 million asset-based revolving line of credit. Also on February 28, 2019, the company entered into a new term loan credit agreement (“Term Loan”). The Term Loan proceeds of $51.1 million were used to repay in full the previous term loan and provide cash for general corporate purposes.
After completing the rights offering and the debt refinancing, the company has increased funds available for working capital, operating activities and equipment procurement purposes. The new ABL and Term Loan facilities mature on February 28, 2024.

CEO Comments

“Overall we made good progress in 2018 on a number of fronts. Operationally, over two-thirds of our businesses are now stable and growing. Ascent Global Logistics and Active On-Demand have led the way followed by our temperature controlled, intermodal services and flatbed businesses, all of which achieved improved stability 2018 and are positioned for growth in 2019,” said Curt Stoelting, Chief Executive Officer of Roadrunner.

Stoelting continued, “We are disappointed in the short-term performance of our dry van truckload fleets and are actively developing plans to streamline these businesses. Lastly, we continue to make steady progress and improvements in our LTL segment where we reduced our operating losses in the fourth quarter versus the prior year quarter and continued to see operational benefits from eliminating selected service areas, improving our freight and lane mix and lowering our operating costs. We believe improving our dry van businesses and LTL segment will add significant value to Roadrunner.”

“With the recent completion of the rights offering and debt refinancing, we now have the capital structure to fully support our long-term business plans which we believe will increase the speed and likelihood of a full operational recovery followed by additional growth and optimization opportunities,” Stoelting added.

Financial Outlook

The company has longer-term business goals to deliver higher levels of profitability and sustainable returns on invested capital. The company expects to increase its Adjusted EBITDA in 2019 with improvements in all three segments. Over the longer-term, the company expects that segment margins will increase to be in-line with peer group margins and that the structural changes currently being implemented will result in profitability that is more resilient and better positions Roadrunner for success throughout natural industry cycles.

Conference Call and Webcast

Roadrunner management will host a conference call to discuss the company’s results for the year ended December 31, 2018 on Tuesday, March 12, 2019 at 10:00 a.m. Eastern Time. To access the conference call, please dial 866-763-0340 (U.S.) or 703-871-3799 (International) approximately 10 minutes prior to the start of the call. Callers will be prompted for passcode 5995447. Presentation materials and a live webcast of the call can be accessed on the “events and presentations” page in the Investor Relations section of Roadrunner's website, www.rrts.com. The conference call may include forward-looking statements.

If you are unable to listen to the live call, a replay will be available through Tuesday, March 19, 2019 and can be accessed by dialing 855-859-2056 (U.S.) or 404-537-3406 (International). Callers will be prompted for passcode 5995447. An archived version of the webcast will also be available for a period of time under the Investor Relations section of Roadrunner's website, www.rrts.com.

About Roadrunner Transportation Systems, Inc.

Roadrunner Transportation Systems is a leading asset-right transportation and asset-light logistics service provider offering a full suite of solutions under the Roadrunner®, Active On-Demand® and Ascent Global Logistics® brands. The Roadrunner brand offers less-than-truckload, temperature controlled and intermodal services. Active On-Demand offers premium mission critical air and ground transportation 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.

https://www.businesswire.com/news/home/20190312005308/en/

[Bike]

$RRTS That weekly chart looks pretty tight!. Like to see $1.

[Enterprising Investor]

ROADRUNNER TRANSPORTATION SYSTEMS INC (RRTS) (3/11/19)
Last Trade [tick] 0.5391 [-]
Volume 5,297,742
Net Change 0.1081
Net Change % 25.08%
Day High 0.5900
Day Low 0.4478
52 Week High 4.1700 on 03/16/2018
52 Week Low 0.4039 on 03/06/2018

[ClayTrader]

* * $RRTS Video Chart 03-11-2019 * *

Link to Video - click here to watch the technical chart video

[Enterprising Investor]

Reverse stock split at a ratio of 1-for-25 upcoming (3/05/19)

https://www.sec.gov/Archives/edgar/data/1440024/000119312519064204/d714836dpre14c.htm

[ClayTrader]

* * $RRTS Video Chart 03-01-2019 * *

Link to Video - click here to watch the technical chart video

[Enterprising Investor]

Roadrunner Announces Closing of $450 Million Rights Offering (2/27/19)

OWNERS GROVE, Ill.--(BUSINESS WIRE)--Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced the closing of its fully backstopped $450 million rights offering. At the closing, which was completed yesterday, Roadrunner sold and issued an aggregate of 900,000,000 new shares of common stock at the subscription price of $0.50 per share.

An aggregate of 177,676,223 shares were purchased pursuant to the exercise of basic subscription rights and over-subscription rights from stockholders of record during the subscription period, including from the exercise of basic subscription rights by stockholders who are funds affiliated with Elliott Management Corporation (collectively, “Elliott”). In addition, Elliott purchased an aggregate of 722,323,777 additional shares pursuant to the previously announced commitment from Elliott to 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 would raise $450 million in gross proceeds from the rights offering. Based on the final results, Elliott purchased a total of 843,632,693 shares of the company’s common stock between its basic subscription rights and backstop commitment, and now beneficially owns approximately 90.4% of the company’s common stock.

The net proceeds from the rights offering and backstop commitment have been used to fully redeem the company’s outstanding shares of its preferred stock and to pay related accrued and unpaid dividends. Proceeds have also been used to pay fees and expenses in connection with the rights offering and backstop commitment. The company has retained in excess of $30 million of net cash proceeds to be used for general corporate purposes. The purpose of the rights offering was to improve and simplify the company’s capital structure in a manner that gave 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.

Greenberg Traurig, LLP served as legal counsel to Roadrunner Transportation Systems, Debevoise & Plimpton LLP served as legal counsel to Elliott Management Corporation and Shearman & Sterling LLP served as legal counsel to Barclays Capital Inc., the dealer manager for the 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.

https://www.businesswire.com/news/home/20190227005209/en/Roadrunner-Announces-Closing-450-Million-Rights-Offering

[Enterprising Investor]

Elliott Management Corporation is expected to own approximately 90% of the company’s common stock following consummation of the backstop commitment.

I’m a little surprised.

Previous close $.5059.

Next up, reverse stock split.

[Enterprising Investor]

Roadrunner Announces Preliminary Results of Rights Offering (2/20/19)

Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: 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.

https://www.businesswire.com/news/home/20190220005339/en/

[Enterprising Investor]

Roadrunner Transportation: A Special Situation With A Current Valuation That Provides A Free Option On A Compelling Turnaround (2/11/19)

https://seekingalpha.com/article/4239929-roadrunner-transportation-special-situation-current-valuation-provides-free-option-compelling

[Enterprising Investor]

Roadrunner Rights Offering FAQ (2/07/19)

DOWNERS GROVE, Ill.--(BUSINESS WIRE)--Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, previously announced that it commenced a fully backstopped $450 million rights offering on February 1, 2019. As part of the rights offering, the company has distributed to stockholders of record as of January 30, 2019 transferable subscription rights to purchase an aggregate of 900,000,000 new shares of the company’s common stock. Each transferable subscription right entitles the holder to purchase approximately 23.1 shares of the company’s common stock at a subscription price of $0.50 per share. Today, the company has released the following information related to the delivery, exercise and trading of rights for the benefit of its stockholders. This information is also provided in the company’s prospectus dated February 1, 2019.

(1) When and how am I going to receive my rights?

Beneficial Holders:

If you hold your shares of the company’s common stock in “street name” through a brokerage account, bank, or other nominee, you will not receive a physical rights certificate. Instead, as described in the prospectus related to the rights offering, you must instruct your broker, bank, or nominee whether or not to exercise rights on your behalf. If you wish to obtain a separate rights certificate, you should promptly contact your broker, bank, or other nominee and request a separate rights certificate. It is not necessary to have a physical rights certificate to elect to exercise your rights if your shares are held by a broker, bank, or other nominee.

Registered Holders:

Registered holders should have received a physical rights certificate from American Stock Transfer & Trust Company, LLC (the “rights agent” or “AST”). If you are a registered holder and have not yet received your rights certificate, please call Innisfree M&A Incorporated, the information agent for this rights offering, at [phone] (toll-free).

(2) How do I trade my rights?

The rights are currently tradeable on the New York Stock Exchange (“NYSE”) under the symbol “RRTS RT” and the company currently expects such rights to remain tradeable through the close of trading on February 15, 2019, the last business day prior to the scheduled expiration date of the rights offering. The CUSIP for the rights is 76973Q113. Additionally, the company understands that various stock exchanges, trading platforms, quotation systems, reporting systems, and market data providers may utilize other symbols to identify the rights, including “RRTSr”, “RRTS/R”, “RRTS.RT”, “RRTS-R”, “RRTS’IR”, and “RRTS’R”.

If holders wish to trade physical rights certificates, the trades must be completed by 5:00 p.m. Eastern Time on February 13, 2019, three business days prior to the expiration date.

(3) How do I exercise my rights?

Beneficial Holders:

If you hold your shares of the company’s common stock in the name of a broker, bank, or other nominee, then your broker, bank, or other nominee is the record holder of the shares you own. The record holder must exercise the rights on your behalf for the shares of common stock you wish to purchase.

Beneficial holders should have been notified of the rights offering by their broker, bank or other nominee and should have been provided with a form entitled “Beneficial Holder Election Form” and instructions on how to exercise their rights. In order to exercise their rights, beneficial holders should return the completed Beneficial Holder Election Form, including payment for their full subscription price, to the record holder in accordance with the instructions provided by the record holder.

Beneficial holders should instruct their broker, bank, or other nominee to exercise their rights and deliver all documents and payment on their behalf at or before 5:00 p.m., Eastern Time, on February 19, 2019.
Beneficial holders should contact their broker, bank, or other nominee if they have not yet been provided with instructions on how to exercise their rights.

Registered Holders:

Registered holders may exercise their rights by delivering (1) a properly completed rights certificate, (2) a properly completed and executed notice of guaranteed delivery (if applicable) and (3) payment for their full subscription price to AST at or before 5:00 p.m., Eastern Time, on February 19, 2019.

Registered holders should deliver their completed rights certificate, notice of guaranteed delivery (if applicable), and subscription payments (if not paying the subscription price by wire transfer) to the rights agent by one of the methods described below:

By Mail:

American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
P.O. Box 2042
New York, New York 10272-2042

By Overnight Courier or By Hand:

American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219

Payment of the subscription price must be made in United States dollars for the full number of shares of common stock for which the holder is subscribing by either:

(1) cashier’s or certified check drawn upon a United States bank payable to the rights agent at the address set forth above; or

(2) wire transfer of immediately available funds, to the subscription account maintained by the rights agent at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, SWIFT Code CHASUS33, ABA #021000021, Account #530-354616, Beneficiary: American Stock Transfer, Reference: AST as Subscription Agent for Roadrunner Transportation Systems, Inc. (please include the registered holder’s name in reference).
For wire transfer of funds, please ensure that the wire instructions include the identity of the registered holder paying the subscription price and the rights certificate number. Send the rights certificate via overnight courier to be delivered on the next business day following the day of the wire transfer to the rights agent, which payment must be received by the expiration date. The registered holder is responsible for any wire transfer fees.

If a holder does not exercise its subscription rights prior to the expiration of the subscription period, such rights will expire, will be void, and will have no value, and such holder will own the same number of shares of the company’s common stock as such holder did before the commencement of the rights offering.

Guaranteed Delivery:

If a registered holder wishes to exercise rights, but does not have sufficient time to deliver the rights certificate evidencing the rights to the rights agent before the expiration of the subscription period, a registered holder may exercise their rights by following the guaranteed delivery procedures set forth in the prospectus for the rights offering, which may be obtained free of charge at the website maintained by the Securities and Exchange Commission (“SEC”) at www.sec.gov or by contacting Roadrunner at [phone].

Questions about the rights offering may be directed to the company’s dealer manager, Barclays Capital Inc., by telephone at [phone] or [phone], the company’s information agent, Innisfree M&A Incorporated, by telephone at [phone], or the company’s rights agent, American Stock Transfer & Trust Company, LLC, by telephone at [phone].

Important Additional Information

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Copies of the prospectus may be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting Roadrunner at [phone].

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.

https://www.businesswire.com/news/home/20190207005905/en/Roadrunner-Rights-Offering-FAQ

[Enterprising Investor]

RRTS short interest was 1,567,068 shares at 1/15/19.

Outstanding shares were 38,515,600 at 10/31/18.

I expect the number of shares shorted to rise on the next report.

[Enterprising Investor]

Roadrunner Transportation Systems: What To Expect After The Rights Offering (2/03/19)

https://seekingalpha.com/article/4237743-roadrunner-transportation-systems-expect-rights-offering

[Enterprising Investor]

Investor Presentation (2/01/19)

https://www.sec.gov/Archives/edgar/data/1440024/000119312519024616/d648187dfwp.htm

[Enterprising Investor]

It sure is considering RRTS is currently selling at $.55 per share.

Each stockholder will receive one right for every share of common stock such holder owned on the record date. Each transferable subscription right will entitle the holder to purchase approximately 23.1 shares of the company’s common stock at a subscription price of $0.50 per share.

29,300/12

[freddie me]

RRTS RT offered on NYSE .03 VERY CHEAP!!!

[Enterprising Investor]

ROADRUNNER TRANSPORTATION SYSTEMS INC (RRTS)
Last Trade [tick] 0.5447 [-]
Volume 191,152
Net Change 0.0347
Net Change % 6.8%
52 Week High 4.9500 on 02/06/2018
52 Week Low 0.4121 on 10/25/2018
Day High 0.5500
Day Low 0.5100

[Enterprising Investor]

Roadrunner to Commence Fully Backstopped $450 Million Rights Offering (2/01/19)

Announces Rights Offering Investor Call Tuesday, February 5 at 9:30 AM ET;

Updates Adjusted EBITDA Estimate for 2018

Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, announced that it will commence its previously announced fully backstopped $450 million rights offering today. The company also announced a rights offering investor conference call on Tuesday, February 5 at 9:30 am ET and updated its estimate of Adjusted EBITDA for the year ended December 31, 2018 to approximately $15 million to $20 million.

Rights Offering

The company will distribute to stockholders of record as of January 30, 2019 transferable subscription rights to purchase an aggregate of 900,000,000 new shares of the company’s common stock. Each stockholder will receive one right for every share of common stock such holder owned on the record date. Each transferable subscription right will entitle the holder to purchase approximately 23.1 shares of the company’s common stock at a subscription price of $0.50 per share (the “basic subscription right”). If the company’s common stock closes at or above $0.51 during the subscription period, the company expects the transferable subscription rights will be admitted for trading on the New York Stock Exchange under the symbol “RRTS RT” on the next trading day.

Holders who fully exercise their basic subscription rights will be entitled to subscribe for additional shares of the company’s common stock that remain unsubscribed as a result of any unexercised basic subscription rights (the “over-subscription right”). The over-subscription right allows a holder to subscribe for additional shares of the company’s common stock up to the number of shares purchased under such holder’s basic subscription right at the subscription price. As previously announced, funds affiliated with Elliott Management Corporation (“Elliott”) have agreed to exercise their basic subscription rights in full and purchase all unsubscribed shares of common stock in the rights offering (the “backstop commitment”), although Elliott is not entitled to the over-subscription privilege. The company obtained the backstop commitment from Elliott to ensure that the rights offering will be fully subscribed and that the company will raise $450 million in gross proceeds.

The net proceeds from the rights offering and backstop commitment will primarily be used to fully redeem the company’s outstanding shares of preferred stock and pay related accrued and unpaid dividends; additionally, the company will retain at least $30 million of net 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.

A prospectus and other materials related to the rights offering, including instructions for exercising subscription rights, will be sent to stockholders beginning today. Stockholders will have until 5:00 p.m. Eastern Time on February 19, 2019 to exercise their rights, unless the company extends the subscription period. Stockholders who wish to participate in the rights offering should contact their brokers, dealers, or other nominee holders of their common stock and follow the instructions in the prospectus and other materials that will be sent beginning today. The company intends to close the rights offering and the backstop commitment on or about February 25, 2019 and no later than March 1, 2019. Shares outstanding prior to the rights offering will remain outstanding after the rights offering is completed.

Questions about the rights offering may be directed to the company’s dealer manager, Barclays Capital Inc., by telephone at [phone] or [phone], or the company’s information agent, Innisfree M&A Incorporated, by telephone at [phone].

Adjusted EBITDA Estimate

The company has updated its estimate of Adjusted EBITDA for the year ended December 31, 2018 to approximately $15 million to $20 million, subject to completion of its year-end closing procedures, final adjustments and completion of the year-end audit. The company expects to announce final year-end 2018 results in the first half of March.

The company’s estimated range for Adjusted EBITDA for the year ended December 31, 2018 is preliminary estimated unaudited financial data and is subject to change. The company’s closing procedures for the quarter and year ended December 31, 2018 are not yet complete, and the estimated 2018 Adjusted EBITDA range is based upon the most current information available to management and assumptions believed to be reasonable, but includes information that is subject to further review, verification and adjustment. The estimated 2018 Adjusted EBITDA range should not be considered a substitute for the financial information to be filed with the Securities and Exchange Commission (“SEC”) in the company’s Annual Report on Form 10-K for the year ended December 31, 2018 once it becomes available, and the company has no intention or obligation to update the estimated range for 2018 Adjusted EBITDA. Roadrunner’s independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to these estimates, and accordingly does not express an opinion or any other form of assurance with respect thereto. It is possible that the company’s final reported results for the year ended December 31, 2018 may be materially different than the estimated 2018 Adjusted EBITDA range presented herein. Accordingly, investors are cautioned not to place undue reliance on the preliminary estimated unaudited financial data presented herein. See “Safe Harbor Statement” below for more information.

No reconciliation of the forecasted range for Adjusted EBITDA for fiscal 2018 is included in this release because we are unable to quantify certain amounts that would be required to be included in the corresponding GAAP measure without unreasonable efforts and we believe such reconciliation would imply a degree of precision that would be confusing or misleading to investors.

Conference Call and Webcast

Roadrunner management will host a conference call to discuss the rights offering on Tuesday, February 5, 2019 at 9:30 a.m. Eastern Time. To access the conference call, please dial 866-763-0340 (U.S.) or 703-871-3799 (International) approximately 10 minutes prior to the start of the call. Callers will be prompted for passcode 9976753. Presentation materials and a live webcast of the call can be accessed on the “events and presentations” page in the Investor Relations section of Roadrunner's website, www.rrts.com. The conference call may include forward-looking statements.

Important Additional Information

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional copies of the prospectus may be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting Roadrunner at [phone].

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.

https://www.businesswire.com/news/home/20190201005196/en/

[Enterprising Investor]

Shareholders are entitled to purchase approximately 23.1 shares of the RRTS common stock at $.50 per share each share previously held.

Traditionally, the market discounts the price down around the exercise price. Once the offer is completed and most importantly, successful, the market price should move up over time.

[slicknick617]

In plain English what does this rights offering mean ?

[jimr1717]

Picked up a few @ .50 today. Wait and see.

[Enterprising Investor]

Roadrunner Stockholders Approve Rights Offering; Preliminary 2018 Annual Meeting Results Announced (12/19/18)

DOWNERS GROVE, Ill.--(BUSINESS WIRE)--Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced that the company’s stockholders approved its proposed rights offering and related proposals at the company’s 2018 Annual Meeting of Stockholders held earlier today.

Stockholders approved several proposals that will allow the company to complete a proposed rights offering first announced on September 19, 2018. The proposals include, among others, the approval of the issuance and sale of 900,000,000 shares of the company’s common stock upon the exercise of rights to purchase shares of Roadrunner common stock at a subscription price of $0.50 per share to raise $450 million, and an amendment to the company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the company’s common stock in order to have a sufficient number of shares to issue in the rights offering.

“Our board and management team appreciate the support of our stockholders on these proposals. We believe that improving our capital structure will increase the speed and likelihood of a full operational recovery for Roadrunner,” said Curt Stoelting, Chief Executive Officer of Roadrunner.

Stockholders also approved the issuance and sale of all unsubscribed shares of common stock in the rights offering (the “backstop” commitment) pursuant to a Standby Purchase Agreement entered into with certain funds affiliated with Elliott Management Corporation (Elliott), ensuring the rights offering will be fully subscribed and the company will raise $450 million. In addition, stockholders approved several corporate governance changes that the company is required to adopt and implement as a condition of Elliott’s obligation to provide the backstop commitment. The net proceeds from the rights offering and backstop commitment will primarily be used to redeem all of the company’s outstanding shares of its preferred stock and pay related accrued and unpaid dividends. Additionally, at least $30 million of net proceeds will be retained by the company 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.

In addition to the proposals related to the rights offering, Roadrunner stockholders also approved Board-recommended proposals including, among others, the re-election of seven directors, approval of the compensation of the company’s named executive officers, approval of the company’s 2018 Incentive Compensation Plan, approval of a reverse stock split to be effected at such time and date, if at all, as determined by the company’s board of directors, and ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
The stockholder vote announced today is considered preliminary until the final results are tabulated and certified by the independent inspector of election. The final results will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission (SEC) within four business days and will be available at the SEC’s website at www.sec.gov.

The rights offering is subject to the effectiveness of Roadrunner’s Registration Statement on Form S-1, originally filed with the SEC on September 19, 2018 and amended on December 10, 2018. Assuming the Registration Statement is declared effective, the company intends to launch the rights offering on January 11, 2019. On such date, the company will distribute rights to stockholders of record as of the close of business on January 9, 2019, and such stockholders will have until January 28, 2019 to exercise their rights. The company expects to list the rights for trading on the New York Stock Exchange under the symbol “RRTS RT.” The company intends to close the rights offering and the backstop commitment by the end of January 2019.

Questions about the rights offering may be directed to the company’s dealer manager, Barclays Capital Inc., by telephone at [phone] or [phone].

Important Additional Information

A registration statement relating to the rights offering has been filed with the Securities and Exchange Commission (“SEC”) but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

A copy of the prospectus forming a part of the registration statement may be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting Roadrunner at [phone]. The rights will be issued to holders of Roadrunner’s common stock as of a record date (the “rights offering record date”), which has yet to be determined. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Roadrunner Transportation Systems, Inc.

Roadrunner Transportation Systems is a leading asset-right transportation and asset-light logistics service provider offering a full suite of solutions under the Roadrunner®, Active On-Demand® and Ascent Global Logistics® brands. The Roadrunner brand offers less-than-truckload, temperature controlled and intermodal services. Active On-Demand offers premium mission critical air and ground transportation 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.

https://www.businesswire.com/news/home/20181219005754/en/%C2%A0Roadrunner-Stockholders-Approve-Rights-Offering-Preliminary-2018

[ICXCNIKA]

I think that the rights offering will be completed before any buyout.

At that point I expect:

- Elliott will have more than 51% of the company. That is to say complete control of the company.
- the company will have no meaningful debt or preferred shares
- there will be 950m shares outstanding

I believe Elliott will use their control to begin an operational turn around. They will also have complete flexibility on changing the capital structure. They may try to sell the company, or once the operations have turned around leverage up the company and use corporate buybacks to monetize their position. It is possible that they could take it private, but I am unsure about their game plan.

At this point I believe we have two opportunities to profit:

1) by selling the issued rights if they are in demand. This could be substantial upside, given that we have 22 rights per share, but I am not counting on them being in demand.
2) exercise rights at $.50 and hold common stock for the next year or so and look to benefit from Elliot's turnaround and monetization, hoping that Elliot's incentives will be sufficiently aligned with ours that they will do what is best for the common stock holders. I think this will be a 2 - 6x over the next year, based upon the $2.2b in revenue.

You should be aware that Elliott will likely us a reverse split after the rights offering to bring the stock price up. I do not think this hurts us, as they are not doing it to dilute us by issuing more shares.

[pennyfinder]

Nice average. Mine is at .67, looks like Elliott bought commons, it seems to me like they are trying to gain control of the company. Do you think there is a possibility of buyout in the future?

[ICXCNIKA]

Yes. I am now in at an average price of $.52. I intend to exercise some of my rights and sell the remainder.

[pennyfinder]

Nice. You still holding?

[r1aviator]

Added

$RRTS

[r1aviator]

http://insideri.com/1440024_000090266418004163_0000902664-18-004163

[PAC]

RRTS .73 setup end of year run

[ClayTrader]

* * $RRTS Video Chart 11-09-18 * *

Link to Video - click here to watch the technical chart video

[ICXCNIKA]

These rights are transferable. Will they receive a ticker and be tradeable?

The rights allow you to purchase your pro rata share of stock in the rights offering at $.50. You also receive an over subscription right that allows you to get up to the amount of shares you purchased under the base subscription. That is to say, you can double your pro rata share in the company if you exercise your full rights.

I anticipate Elliott will end up with north of 50% of the company.

Positives:
- At $.50 per share, I think this is a 50 to 80% discount to the actual value of the company.
- Alignment with Elliott, we will both be in the common equity
- Elliott will have control. They will either sell the company at the highest price they can get in the near term or they will make sure management turns the business around and then sell. Elliott has the power to throw out the management if they continue to underperform.

Negatives:
- Elliot will have control. Although Elliott will be mostly aligned with other shareholders, they will have the power to harm the other shareholders if they want to. For this reason, the greater percentage of equity they retain at the end of the rights offering the better for the other shareholders.

[ICXCNIKA]

https://roadrunnertransportationsystemsinc.gcs-web.com/static-files/caa14062-d5cf-4117-b8fc-f5385094e4f7

[Enterprising Investor]

Roadrunner Announces Filing of Preliminary Proxy Statement for 2018 Annual Meeting (10/23/18)

DOWNERS GROVE, Ill.--(BUSINESS WIRE)--Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced the filing of a preliminary proxy statement for its 2018 Annual Meeting of Stockholders. Included in the preliminary proxy statement are proposals for the election of directors, certain governance changes, and items which, if approved by its stockholders, would allow the company to complete the proposed rights offering first announced on September 19, 2018.

The rights offering is expected to be supported by a commitment that is being negotiated with certain funds affiliated with Elliott Management Corporation to purchase all unsubscribed shares of the company’s common stock (the “backstop commitment”) to ensure that the rights offering is fully subscribed. The company expects to receive gross proceeds from the rights offering and backstop commitment of approximately $450 million before fees and expenses based on selling 900,000,000 new shares at $0.50 per share. The net proceeds from the rights offering and backstop commitment would primarily be used to redeem all of the company’s outstanding shares of preferred stock and pay related accrued and unpaid dividends. 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. By improving and simplifying its capital structure, the company believes it will increase the speed and likelihood of a full operational recovery.

Questions about the rights offering may be directed to the company’s dealer manager, Barclays Capital Inc., by telephone at [phone] or [phone].

Important Additional Information

Roadrunner Transportation Systems, Inc., its directors and certain of its executive officers will be participants in the solicitation of proxies from stockholders in connection with Roadrunner’s 2018 Annual Meeting of Stockholders. Roadrunner intends to file a definitive proxy statement and proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with such solicitation. ROADRUNNER STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS) AND ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.

Information regarding the names of Roadrunner’s directors and executive officers and their respective interests in Roadrunner by security holdings or otherwise is set forth in Roadrunner’s preliminary proxy statement for the 2018 Annual Meeting of Stockholders, filed with the SEC on October 23, 2018. To the extent holdings of such participants in Roadrunner’s securities change since the amounts described in the 2018 preliminary proxy statement, such changes will be reflected in the definitive proxy statement and on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC.

These documents, including any proxy statement (and amendments or supplements thereto) and other documents filed by Roadrunner with the SEC, are available for no charge at the SEC’s website at www.sec.gov and at Roadrunner’s investor relations website at www.rrts.com/investors/.

A registration statement relating to the rights offering has been filed with the Securities and Exchange Commission (“SEC”) but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

A copy of the prospectus forming a part of the registration statement may be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting Roadrunner at [phone]. The rights will be issued to holders of Roadrunner’s common stock as of a record date (the “rights offering record date”), which has yet to be determined. The company will provide notice of the rights offering record date in the future at such time as it is determined. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Roadrunner Transportation Systems, Inc.

Roadrunner Transportation Systems is a leading asset-right transportation and asset-light logistics service provider offering a full suite of solutions under the Roadrunner®, Active On-Demand® and Ascent Global Logistics® brands. The Roadrunner brand offers less-than-truckload, temperature controlled and intermodal services. Active On-Demand offers premium mission critical air and ground transportation 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.

https://www.businesswire.com/news/home/20181023005512/en/Roadrunner-Announces-Filing-Preliminary-Proxy-Statement-2018

[ICXCNIKA]

That was my assessment which would mean that the commons should do well and be derisked by the rights offering. I am buying more as the price falls.

[Enterprising Investor]

Updated SEC filings should appear any day now.

[Enterprising Investor]

Elliott is moving down the capital structure.

If the company fails afterwards, they end up worse off than before.

[ICXCNIKA]

What are your thoughts on how the rights offering is going to work out?

Seems to me that the scenarios:

1) bankruptcy = 0x
2) rights offering with a share price based upon current market cap = 1x to 2x
3) rights offering with reasonable valuation = 4x to 10x
4) company purchased by another company or taken private = 4x to 10x

What are Elliot's potential goals:

1) get paid back as much as possible because they are concerned with capital loss or being stuck in the company
2) buy as much of the company as possible and get a 2x increase in valuation by cleaning up the balance sheet

I am leaning towards 2 because the rights offering increases their risk by converting them to common.