Roadrunner Transportation Spins Off
Ascent Global Logistics
July 27, 2020
Transportation Systems 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
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.
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
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.