Item 2.01. Completion of Acquisition or Disposition of Assets
OnMarch 2, 2020 ,Roadrunner Transportation Systems, Inc. (the "Company"), completed the previously announced sale of all of the outstanding equity interests ofPrime Distribution Services, Inc. , aDelaware corporation and subsidiary of the Company ("Prime"). The sale of Prime was made pursuant to a Stock Purchase Agreement datedJanuary 28, 2020 withC.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. OnMarch 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 endedSeptember 30, 2019 and the fiscal years endedDecember 31, 2018 , 2017 and 2016. (ii) Unaudited pro forma condensed consolidated balance sheet as ofSeptember 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, datedMarch 2, 2020 , issued byRoadrunner Transportation Systems, Inc. 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements ofRoadrunner Transportation Systems, Inc .
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