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

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).