Item 1.01. Entry into a Material Definitive Agreement

On January 28, 2020, Roadrunner Transportation Systems, Inc., a Delaware corporation (the "Seller"), C.H. Robinson Company Inc., a Minnesota corporation (the "Purchaser") and C.H. Robinson Worldwide, Inc., a Delaware corporation, entered into a definitive stock purchase agreement (the "Purchase Agreement") pursuant to which the Seller agreed to sell to the Purchaser all of the issued and outstanding equity interests of Prime Distribution Services, Inc., a Delaware corporation for a base purchase price of $225 million in cash, subject to customary purchase price adjustments (the "Transaction"). The Purchase Agreement is dated as of January 28, 2020. The Purchase Agreement is governed by Delaware law.

Consummation of the Transaction is subject to various customary conditions, including the expiration or termination of all waiting periods under U.S. antitrust laws. Each of the Seller and Purchaser have made customary representations, warranties and covenants in the Purchase Agreement. The Seller and Purchaser have agreed to provide customary indemnities, and the Purchase Agreement contemplates the Purchaser obtaining a buy-side representation and warranty insurance policy as recourse in the event of breaches of the Seller's representations and warranties.

The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement as of the specific dates therein, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Item 7.01. Regulation FD Disclosure

On January 28, 2020, the Seller issued a press release announcing the signing of the Purchase Agreement with the Purchaser. A copy of the Seller's press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.

The information provided pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.




Item 9.01.     Financial Statements and Exhibits.

      (d)      Exhibits.

               Exhibit
               Number    Description
               99.1        Press release, dated January 28, 2020, issued by Roadrunner
                         Transportation Systems, Inc  .

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