UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Asset Purchase Agreements
As previously disclosed, on August 6, 2023 (the “Petition Date”), Yellow Corporation (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”), filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re: Yellow Corporation, et al., Case No. 23-11069.
At auctions held the week of November 27, 2023, the Company successfully solicited binding bids from 21 bidders for 128 owned real properties and two leased real properties for a total price of $1,882,637,655. The Company has agreed to separate asset purchase agreements with each bidder, pursuant to which, on and subject to substantially similar terms and conditions set forth therein, (i) each bidder will acquire the properties they successfully bid on during the auctions, and (ii) each bidder will assume certain liabilities related to the properties, including liabilities under certain leases, liabilities for taxes (subject to certain exceptions), and liabilities relating to environmental, health or safety matters in connection with ownership, operation, use or maintenance of the properties, to the extent not extinguished by the proceedings of the Bankruptcy Court in connection with the Chapter 11 Cases. On December 12, 2023, the Bankruptcy Court approved the Company’s entry into the Asset Purchase Agreements. The Company will solicit bids for its remaining real property at a later date.
These transactions are intended to be consummated pursuant to Section 363 of the Bankruptcy Code, and remain subject to various conditions, including, among others, the entry by the Bankruptcy Court of a sale order and the satisfaction of certain other closing conditions. The bidders’ asset purchase agreements were signed the week of December 4, 2023. The successful bidders and their total purchase prices are as follows:
XPO, Inc. |
$ | 870,000,000 | ||
Estes Express Lines |
$ | 248,720,505 | ||
Saia |
$ | 235,678,800 | ||
R+L Carriers |
$ | 211,500,000 | ||
Terminal Properties / Terminal Properties of NY |
$ | 83,794,350 | ||
Knight Swift |
$ | 51,296,500 | ||
Crown Enterprises |
$ | 38,189,000 | ||
ArcBest |
$ | 30,200,000 | ||
A. Duie Pyle |
$ | 29,400,000 | ||
Realterm |
$ | 20,915,000 | ||
TFI |
$ | 15,960,000 | ||
Greenpoint |
$ | 9,850,000 | ||
Southeast Consolidators (SECO) |
$ | 8,500,000 | ||
Skylark |
$ | 7,950,000 |
United Holding |
$ | 4,683,000 | ||
Z Brothers |
$ | 4,207,000 | ||
Jadian IOS |
$ | 3,050,000 | ||
Royal Truck Group |
$ | 2,950,000 | ||
Oak Harbor |
$ | 2,800,000 | ||
Unis |
$ | 2,443,500 | ||
All Star Investments |
$ | 550,000 |
The foregoing description of the Asset Purchase Agreements does not purport to be complete and each description is subject to, and qualified in its entirety by, the full text of the Asset Purchase Agreements, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 1.03. | Bankruptcy or Receivership. |
The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Asset Purchase Agreements is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Information
This Current Report on Form 8-K and the exhibits hereto contain certain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements are subject to a number of factors and uncertainties that could cause the Company’s actual results to differ materially from those expressed in or contemplated by the forward-looking statements. Such factors include, but are not limited to: risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s liquidation, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; objections to the Company’s restructuring process or other pleadings filed that could protract the Chapter 11 Cases; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the Company’s ability to comply with the restrictions imposed by the terms and conditions of its financing arrangements; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the impact and timing of any cost-savings measures and related local law requirements in various jurisdictions; finalization of the Company’s annual and quarterly financial statements (including finalization of the Company’s impairment tests), completion of standard annual and quarterly-close processes; risks relating to the delisting of the Common Stock from Nasdaq and future quotation of the Common Stock; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures, and the potential for additional material weaknesses in the Company’s internal controls over financial reporting or other potential weaknesses of which the Company is not currently aware or which have not been detected; the impact of litigation and regulatory proceedings; the impact and timing of any cost-savings measures; and other factors discussed in the Company’s Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the SEC. These risks and uncertainties may cause the Company’s actual results, performance, liquidity or achievements to differ materially from any future results, performance, liquidity or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov. The Company cautions you that the list of important factors included in the Company’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. The Company undertakes no obligation to publicly update or revise any forward-looking statement, including the Projections, as a result of new information, future events or otherwise, except as otherwise required by law.
| Item 9.01. | Financial Statements and Exhibits |
Exhibit No. |
||
| 10.1* | Form of Asset Purchase Agreement | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
| * | Certain schedules and similar attachments have been omitted. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| YELLOW CORPORATION | ||
| By: | /s/ Leah K. Dawson | |
| Leah K. Dawson | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: December 15, 2023