Item 2.01. Completion of Acquisition or Disposition of Assets





On March 2, 2020, Roadrunner Transportation Systems, Inc. (the "Company"),
completed the previously announced sale of all of the outstanding equity
interests of Prime Distribution Services, Inc., a Delaware corporation and
subsidiary of the Company ("Prime"). The sale of Prime was made pursuant to a
Stock Purchase Agreement dated January 28, 2020 with C.H. Robinson Company Inc.
and C.H. Robinson Worldwide, Inc.
The base purchase price was $225 million, subject to customary purchase price
adjustments. The final purchase price remains subject to these post-closing
adjustments.
On March 2, 2020, the Company issued a press release announcing closing of the
sale of Prime. A copy of the press release is filed as Exhibit 99.1 hereto and
is incorporated herein by reference.


Item 9.01.  Financial Statements and Exhibits.

            Financial Statements of Business
      (a)   Acquired.
            Not applicable
      (b)   Pro Forma Financial Information.

      The following unaudited pro forma financial information of the Company is
      included as Exhibit 99.2 of this Current Report on Form 8-K and is incorporated
      herein by reference:
      (i)   Unaudited pro forma condensed consolidated statements of operations for
            the nine months ended September 30, 2019 and the fiscal years ended
            December 31, 2018, 2017 and 2016.
      (ii)  Unaudited pro forma condensed consolidated balance sheet as of
            September 30, 2019.
      (iii) Notes to the unaudited pro forma condensed consolidated financial
            statements.
      (c)   Shell Company Transactions.
            Not applicable
      (d)   Exhibits.

            Exhibit
            Number    Description
            99.1        Press release, dated March 2, 2020, issued by Roadrunner
                      Transportation Systems, Inc.
            99.2        Unaudited Pro Forma Condensed Consolidated Financial
                      Statements of Roadrunner Transportation Systems, Inc  .

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