UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 7)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
YRC WORLDWIDE INC.
(Name of Subject Company (issuer))
YRC WORLDWIDE INC.
(Names of Filing Persons (identifying status as offeror, issuer or other person))
5.0% Contingent Convertible Senior Notes due 2023
5.0% Net Share Settled Contingent Convertible Senior Notes due 2023
3.375% Contingent Convertible Senior Notes due 2023
3.375% Net Share Settled Contingent Convertible Senior Notes due 2023
(Title of Class of Securities)
985509 AN 8
985577 AA3
985509 AQ 1
985577 AB 1
(CUSIP Number of Class of Securities)
Daniel J. Churay
YRC Worldwide Inc.
Executive Vice President, General Counsel and Secretary
10990 Roe Avenue
Overland Park, Kansas 66211
(913) 696-6100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Dennis M. Myers, P.C.
William R. Burke
Kirkland & Ellis, LLP
300 North LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
CALCULATION OF FILING FEE
| Transaction Valuation* |
Amount of Filing Fee** | |
| $365,460,000 | $20,392.67 |
| * | Calculated solely for purposes of determining the filing fee pursuant to Rule 457(f)(1) and (2) under the Securities Act of 1933, as amended. The transaction value is $365,460,000 which is based on the aggregate market value of the 5.0% Net Share Settled Contingent Convertible Senior Notes due 2023 and the 3.375% Net Share Settled Contingent Convertible Senior Notes due 2023 and the book value of the 5.0% Contingent Convertible Senior Notes due 2023, the 3.375% Contingent Convertible Senior Notes due 2023 and the 8 1/ 2% Guaranteed Notes due 2010, in each case, as of November 5, 2009. |
| ** | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $55.80 for each $1,000,000 of the value of the transaction. |
| x | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | $20,392.67 | Filing party: | YRC Worldwide Inc. | |||||
| Form or Registration No.: | Form S-4 | Date Filed: | November 9, 2009 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | Third-party tender offer subject to Rule 14d-1. |
| x | Issuer tender offer subject to Rule 13e-4. |
| ¨ | Going-private transaction subject to Rule 13e-3. |
| ¨ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
Amendment No. 7 to
SCHEDULE TO
This Amendment No. 7 amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2009, as amended by Amendment No. 1 to such Schedule TO filed with the SEC on November 24, 2009, as further amended by Amendment No. 2 to such Schedule TO filed with the SEC on December 17, 2009, as further amended by Amendment No. 3 to such Schedule TO filed with the SEC on December 24, 2009, as further amended by Amendment No. 4 to such Schedule TO filed with the SEC on December 29, 2009, as further amended by Amendment No. 5 to such Schedule TO filed with the SEC on December 30, 2009, as further amended by Amendment No. 6 to such Schedule TO filed with the SEC on December 30, 2009, relating to exchange offers by YRC Worldwide Inc., a Delaware corporation (referred to herein as “the Company” “we,” “us” or “our”), with respect to its outstanding 5.0% Contingent Convertible Senior Notes due 2023 (the “Old 5% Notes”), 5.0% Net Share Settled Contingent Convertible Senior Notes due 2023 (the “5% Net Share Settled Notes”), 3.375% Contingent Convertible Senior Notes due 2023 (the “Old 3.375% Notes”), and 3.375% Net Share Settled Contingent Convertible Senior Notes due 2023 (the “3.375% Net Share Settled Notes” and, together with the Old 5% Notes, the 5% Net Share Settled Notes and the Old 3.375% Notes, the “convertible old notes”) and related solicitations of mutual releases and of consents for certain proposed amendments to the terms of the convertible old notes (the “Exchange Offers”). The Exchange Offers are being made upon the terms and subject to the conditions set forth in the prospectus, which forms part of the registration statement on Form S-4 filed by the Company with the SEC on November 9, 2009, as amended by Amendment No. 1 to such registration statement filed by the Company with the SEC on November 24, 2009 (including the prospectus supplement contained therein), as further amended by Amendment No. 2 to such registration statement filed by the Company with the SEC on December 17, 2009 (including the second prospectus supplement contained therein), as supplemented by the third prospectus supplement filed by the Company with the SEC on December 24, 2009 pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the fourth prospectus supplement filed by the Company with the SEC pursuant to Rule 424(b)(3) under the Securities Act on December 29, 2009, as supplemented by the fifth prospectus supplement filed by the Company with the SEC pursuant to Rule 424(b)(3) under the Securities Act on December 30, 2009, as amended by the prospectus filed by the Company with the SEC pursuant to Rule 424(b)(3) under the Securities Act on December 30, 2009, as the same may be further amended and/or supplemented from time to time (the “Registration Statement”), and the related letter of transmittal, which are exhibits hereto. The consideration the Company is offering in the Exchange Offers is described in the Registration Statement.
This Schedule TO is being filed in satisfaction of the reporting requirements of Rules 13e-4(b)(1) and (c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information set forth in the Registration Statement is incorporated by reference in response to Items 1 through 13 of this Schedule TO, except to the extent that information is specifically provided herein. References in the Schedule TO to sections of the Registration Statement incorporated by reference in response to Items 1 through 13 of the Schedule TO are to such sections as so amended and/or supplemented from time to time. The consideration the Company is offering in the Exchange Offers is described in the Registration Statement. The Registration Statement can be accessed electronically on the Securities and Exchange Commission’s website at www.sec.gov or on our web site at www.yrcw.com.
2
Items 1 through 9 and 11.
Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Registration Statement, are hereby amended and supplemented as follows:
On Thursday, December 31, 2009, the Company issued a news release announcing the expiration of the Exchange Offers. The Exchange Offers expired at 11:59 p.m., New York City time, on December 30, 2009. Based on the final count of the Information and Exchange Agent, pursuant to the Exchange Offers, $365,166,000 in aggregate principal amount of convertible old notes, comprised of (i) $2,350,000 in principal amount of Old 5% Notes, (ii) $214,417,000 in principal amount of 5% Net Share Settled Notes, (iii) $5,384,000 in principal amount of Old 3.375% Notes and (iv) $143,015,000 in principal amount of 3.375% Net Share Settled Notes, were tendered and not withdrawn, representing approximately 94.4 percent of the total aggregate principal amount of such convertible old notes outstanding. In addition, based on the final count of the Information and Exchange Agent, $105,043,000, or 70%, in aggregate principal amount of 8 1/2% Guaranteed Notes due 2010 of the Company’s subsidiary, YRC Regional Transportation, Inc., were tendered in the exchange offers. All old notes validly tendered (and not withdrawn) prior to the expiration of the exchange offers have been accepted in exchange for the consideration set forth in the Registration Statement.
The full text of the news release announcing the final results of the Exchange Offers is attached as Exhibit (a)(5)(xxxiv) hereto and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended by adding the following exhibit thereto:
| Exhibit No. |
Description | |
| (a)(5)(xxxiv) | News Release dated December 31, 2009. |
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 31, 2009
| YRC WORLDWIDE INC. | ||
| By: | /S/ DANIEL J. CHURAY | |
| Name: | Daniel J. Churay | |
| Its: | Executive Vice President, General Counsel and Secretary | |
4
EXHIBIT INDEX
| Exhibit No. |
Description | |
| (a)(1)(i) | Prospectus, dated November 9, 2009 (incorporated by reference to YRC Worldwide Inc.’s Registration Statement on Form S-4, initially filed on November 9, 2009 (the “Registration Statement”)). | |
| (a)(1)(ii) | Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement). | |
| (a)(1)(iii) | Form of Letter to Brokers (incorporated herein by reference to Exhibit 99.2 to the Registration Statement). | |
| (a)(1)(iv) | Form of Letter To Clients (incorporated herein by reference to Exhibit 99.3 to the Registration Statement). | |
| (a)(1)(v) | Prospectus Supplement dated November 24, 2009 (incorporated by reference to Amendment No. 1 to Registration Statement, filed on November 24, 2009). | |
| (a)(1)(vi) | Second Prospectus Supplement dated December 17, 2009 (incorporated by reference to Amendment No. 2 to Registration Statement, filed on December 17, 2009). | |
| (a)(1)(vii) | Third Prospectus Supplement dated December 24, 2009 (filed pursuant to Rule 424(b)(3) on December 24, 2009 and incorporated herein by reference). | |
| (a)(1)(viii) | Fourth Prospectus Supplement dated December 29, 2009 (filed pursuant to Rule 424(b)(3) on December 29, 2009 and incorporated herein by reference). | |
| (a)(1)(ix) | Fifth Prospectus Supplement dated December 30, 2009 (filed pursuant to Rule 424(b)(3) on December 30, 2009 and incorporated herein by reference). | |
| (a)(1)(x) | Prospectus dated December 30, 2009 (filed pursuant to Rule 424(b)(3) on December 30, 2009 and incorporated herein by reference). | |
| (a)(5)(i) | Company’s Current Report on Form 8-K dated October 30, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(ii) | News Release, dated October 30, 2009 (filed on Company’s Current Report on Form 8-K dated October 30, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(iii) | Company’s Current Report on Form 8-K dated November 2, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(iv) | Exchange Offer Term Sheet, dated November 1, 2009 (filed on Company’s Current Report on Form 8-K dated November 2, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(v) | News Release, dated November 2, 2009 (filed on Company’s Current Report on Form 8-K dated November 2, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(vi) | Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (filed on November 9, 2009 and incorporated by reference herein). | |
| (a)(5)(vii) | Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (previously filed on March 2, 2009 and incorporated by reference herein). | |
| (a)(5)(viii) | Company’s Current Report on Form 8-K (filed on November 9, 2009 and incorporated by reference herein). | |
| (a)(5)(ix) |
Company’s Current Report on Form 8-K dated November 9, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(x) | News Release, dated November 9, 2009 (filed on the Company’s Current Report on Form 8-K dated November 9, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(xi) |
Company’s Current Report on Form 8-K dated November 10, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(xii) |
Investor Presentation, dated November 11, 2009 (filed on the Company’s Current Report on Form 8-K dated November 10, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
5
| Exhibit No. |
Description | |
| (a)(5)(xiii) | Company’s Current Report on Form 8-K dated November 17, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(xiv) | Investor Presentation dated November 2009 (filed on the Company’s Current Report on Form 8-K dated November 17, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(xv) | Company’s Current Report on Form 8-K dated December 8, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(xvi) | News Release, dated December 8, 2009 (filed on the Company’s Current Report on Form 8-K dated December 8, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(xvii) |
Notice to Shareholders regarding NASDAQ Listing Rules Exception, dated December 8, 2009 (filed on the Company’s Current Report on Form 8-K dated December 8, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(xviii) |
Company’s Current Report on Form 8-K dated December 9, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(xix) |
News Release, dated December 9, 2009 (filed on the Company’s Current Report on Form 8-K dated December 9, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(xx) |
Company’s Current Report on Form 8-K dated December 16, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(xxi) |
News Release, dated December 16, 2009 (filed on the Company’s Current Report on Form 8-K dated December 16, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(xxii) | Company’s Current Report on Form 8-K dated December 17, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(xxiii) | News Release, dated December 17, 2009 (filed on the Company’s Current Report on Form 8-K dated December 17, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(xxiv) | News Release, dated December 21, 2009 (filed on the Company’s Current Report on Form 8-K dated December 22, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(xxv) | Company’s Current Report on Form 8-K dated December 22, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(xxvi) | Company’s Current Report on Form 8-K dated December 22, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(xxvii) | Company’s Current Report on Form 8-K dated December 23, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(xxviii) | News Release dated December 23, 2009 (filed on the Company’s Current Report on Form 8-K dated December 24, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(xxix) | Company’s Current Report on Form 8-K dated December 24, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(xxx) | News Release dated December 29, 2009 (filed on the Company’s Current Report on Form 8-K dated December 29, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
| (a)(5)(xxxi) | Company’s Current Report on Form 8-K dated December 29, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(xxxii) | News Release dated December 30, 2009 (filed on the Company’s Current Report on Form 8-K dated December 30, 2009 filed pursuant to Rule 425 under the Securities Act of 1933). | |
6
| Exhibit No. |
Description | |
| (a)(5)(xxxiii) | Company’s Current Report on Form 8-K dated December 30, 2009 filed pursuant to Rule 425 under the Securities Act of 1933. | |
| (a)(5)(xxxiv) | News Release dated December 31, 2009. | |
| (b) | None. | |
| (d)(i) | Indenture, dated as of May 5, 1999, among YRC Regional Transportation, Inc. (formerly, USFreightways Corporation), the Guarantors named therein and NBD Bank, as trustee (incorporated by reference to Exhibit 4.11 to Registration Statement on Form S-4, filed on June 21, 2005, File No. 333-126006). | |
| (d)(ii) | Form of 8 1/2% Guaranteed Note due April 15, 2010 issued by YRC Regional Transportation, Inc. (formerly, USFreightways Corporation) (incorporated by reference to Exhibit 4.13 to Registration Statement on Form S-4, filed on June 21, 2005, File No. 333-26006). | |
| (d)(iii) | Supplemental Indenture, dated as of June 27, 2005, among the Company as New Guarantor, YRC Regional Transportation, Inc. (formerly, USF Corporation), the Existing Guarantor Subsidiaries under the indenture and J.P. Morgan Trust Company, National Association as Trustee, supplementing the Indenture, dated as of May 5, 1999 (as supplemented and in effect as of the date of the Supplemental Indenture), relating to the YRC Regional Transportation, Inc. (formerly USFreightways Corporation) 8 1/2% Guaranteed Notes due April 15, 2010 (incorporated by reference to Exhibit 4.6 to the Annual Report on Form 10-K for the year ended December 31, 2005, File No. 000-1225). | |
| (d)(iv) | Indenture (including form of note) dated August 8, 2003 among the Company, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to the Company’s 5.0% Contingent Convertible Senior Notes due 2023 (incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-4, filed on August 19, 2003, File No. 333-108081). | |
| (d)(v) | Indenture (including form of note) dated November 25, 2003 among the Company, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to the Company’s 3.375% Contingent Convertible Senior Notes due 2023 (incorporated by reference to Exhibit 4.7 to Registration Statement on Form S-8, filed on December 23, 2003, File No. 333-111499). | |
| (d)(vi) | Indenture (including form of note) dated December 31, 2004, among the Company, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to the Company’s 5.0% Net Share Settled Contingent Convertible Senior Notes due 2023 (incorporated by reference to Exhibit 4.7 to Amendment No. 1 to Registration Statement on Form S-4/A, filed on November 30, 2004, File No. 333-119990). | |
| (d)(vii) | Indenture (including form of note) dated December 31, 2004, among the Company, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to the Company’s 3.375% Net Share Settled Contingent Convertible Senior Notes due 2023 (incorporated by reference to Exhibit 4.8 to Amendment No. 1 to Registration Statement on Form S-4/A, filed on November 30, 2004, File No. 333-119990). | |
| (d)(viii) | YRC Worldwide Inc. Director Compensation Plan (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 000-12255). | |
| (d)(ix) | Form of Director Share Unit Agreement (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on July 25, 2005, File No. 000-12255). | |
| (d)(x) | Yellow Corporation 1996 Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 2002, Reg. No. 000-12255). | |
7
| Exhibit No. |
Description | |
| (d)(xi) | Yellow Corporation 1997 Stock Option Plan (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K for the year ended December 31, 2004, Reg. No. 000-12255). | |
| (d)(xii) | Yellow Corporation 1999 Stock Option Plan (incorporated by reference to Exhibit 4 to the Registration Statement on Form S-8, filed on November 9, 2000, File No. 333-49620). | |
| (d)(xiii) | Yellow Corporation 2002 Stock Option and Share Award Plan (incorporated by reference to Exhibit 4 to the Registration Statement on Form S-8, filed on May 15, 2002, File No. 333-88268). | |
| (d)(xiv) | Form of Stock Option Agreement (incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K for the year ended December 31, 2002, File No. 000-12255). | |
| (d)(xv) | YRC Worldwide Inc. 2004 Long-Term Incentive and Equity Award Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 19, 2008, File No. 000-12255). | |
| (d)(xvi) | Form of Share Unit Agreement (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2007, File No. 000-12255). | |
| (d)(xvii) | Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on May 19, 2008, File No. 000-12255). | |
| (d)(xviii) | YRC Worldwide Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K for the year ended December 31, 2007, File No. 000-12255). | |
| (d)(xix) | YRC Worldwide Inc. Non-Union Employee Option Plan (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K, filed on January 6, 2009, File No. 000-12255). | |
| (d)(xx) | YRC Worldwide Inc. Union Employee Option Plan (incorporated by reference to Exhibit 10.25 to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 000-12255). | |
| (d)(xxi) | Form of YRC Worldwide Inc. Cash Performance and Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on April 3, 2009, File No. 000-12255). | |
| (d)(xxii) | Amended and Restated Memorandum of Understanding on the Job Security Plan, dated July 9, 2009, by and among YRC Inc., USF Holland, Inc., New Penn Motor Express, Inc. and the International Brotherhood of Teamsters (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 14, 2009, File No. 000-12255). | |
| (d)(xxiii) | Employment Agreement dated January 25, 2006, by and between the Company and William D. Zollars (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K, filed on January 26, 2006, File No. 000-12255) | |
| (d)(xxiv) | Amendment effective December 30, 2008 to Employment Agreement, dated as of January 25, 2006, by and between the Company and William D. Zollars (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K, filed on January 6, 2009, File No. 000-12255). | |
| (g) | None. | |
| (h) | None. | |
8
| 10990 Roe Avenue Overland Park, KS 66211 Phone 913 696 6100 Fax 913 696 6116
News Release |
|
December 31, 2009
YRC Worldwide Successfully Reaches Thresholds in Its Debt-for-Equity Exchange Offers
— 88% of Notes Tendered for New Equity
— Company Achieves Major Milestone in Its Comprehensive Plan
OVERLAND PARK, KAN. — YRC Worldwide Inc. (NASDAQ: YRCW) announced today that it was successful with its previously announced debt-for-equity exchange offers having received tenders for approximately $470 million in par value, representing approximately 88% of the company’s outstanding notes, including $105 million, or 70%, of its 8 1/2% Notes, $217 million of its 5.0% Notes, and $148 million of its 3.375% Notes, representing 94% of aggregate total of the 5.0% and 3.375% Notes. Under the terms of the transaction the company will issue to tendering noteholders approximately 37 million shares of common stock and 4.346 million shares of Class A convertible preferred stock which, together on an as-if converted basis, will represent approximately 94% of the company’s total issued and outstanding common stock.
As part of the previously announced amendments to its credit agreement, the company will be able to defer approximately $19 million of fourth quarter lender interest and fees and will have access to the $159.8 million revolver reserves under the applicable terms of its $950 million revolver. As of December 31, 2009, the company had not used any portion of the revolver reserves. The company expects to defer additional lender interest and fees of $20 to $25 million per quarter during 2010 depending upon its usage level of the credit agreement and asset-backed securitization facility. The company will begin the settlement process today after receiving electronic confirmation of a portion of the notes that were submitted for tender after business hours last night, and the company anticipates that the settlement of all tendered notes will be completed on or before Tuesday, January 5, 2010.
“The success of this note exchange marks a major turning point for YRC Worldwide — with our significantly restructured balance sheet and enhanced liquidity, we will move forward from a more solid financial foundation,” stated Bill Zollars, Chairman and CEO. “Our comprehensive plan could not have been accomplished without the collective cooperation and continued support of our many stakeholders, including our lenders, our noteholders, and our employees. We remain focused on delivering on our promise of Confidence Delivered for our customers.”
* * * * *
Forward-Looking Statements:
This news release contains forward-looking statements. The word “will” and similar expressions are intended to identify forward-looking statements. The company’s expectations regarding deferred interest and fees are only its expectations regarding the deferred amounts. Actual deferred interest and fees could differ based on a number of factors, including (among others) the company’s expected borrowings under the credit agreement and the asset-backed securitization facility, which is affected by revenue and profitability results and the factors that affect revenue and profitability results (including the risk factors that are from time to time included in the company’s reports filed with the SEC, including the company’s Annual Report on Form 10-K for the year ended December 31, 2008).
The company’s future results could differ materially from any results projected in such forward-looking statements because of a number of factors, including (among others) inflation, inclement weather, price and availability of fuel, sudden changes in the cost of fuel or the index upon which the company bases its fuel surcharge, competitor pricing activity, expense volatility, including (without limitation) expense volatility due to changes in rail service or pricing for rail service, ability to capture cost reductions, changes in equity and debt
markets, a downturn in general or regional economic activity, effects of a terrorist attack, labor relations, including (without limitation), the impact of work rules, work stoppages, strikes or other disruptions, any obligations to multi-employer health, welfare and pension plans, wage requirements and employee satisfaction, and the risk factors that are from time to time included in the company’s reports filed with the SEC, including the company’s Annual Report on Form 10-K for the year ended December 31, 2008.
* * * * *
YRC Worldwide Inc., a Fortune 500 company headquartered in Overland Park, Kan., is one of the largest transportation service providers in the world and the holding company for a portfolio of successful brands including YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and Reddaway. YRC Worldwide has the largest, most comprehensive network in North America with local, regional, national and international capabilities. Through its team of experienced service professionals, YRC Worldwide offers industry-leading expertise in heavyweight shipments and flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. Please visit yrcw.com for more information.
| Investor Contact: | Paul Liljegren | Media Contact: | Suzanne Dawson | |||
| YRC Worldwide Inc. | Linden Alschuler & Kaplan | |||||
| 913.696.6108 | 212.329.1420 | |||||
| Paul.Liljegren@yrcw.com | sdawson@lakpr.com |