8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2021

RYDER SYSTEM, INC.

(Exact name of registrant as specified in its charter) 

Florida	1-4364	59-0739250
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

11690 NW 105th Street		33178
Miami,	Florida	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (305) 500-3726

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	R	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 7.01 Regulation FD Disclosure.

On December 13, 2021, Ryder System, Inc., a Florida corporation (“Ryder”) issued a release announcing that on December 11, 2021, it entered into an agreement and plan of merger (the “Merger Agreement”) by and among Ryder, Ryder E-Commerce, LLC, a wholly owned subsidiary of Ryder (“Merger Sub”), PLG Investments I, LLC, d/b/a Whiplash, a Delaware limited liability company (“Whiplash”), and Endeavour Capital Fund VI, L.P., solely in its capacity as the representative for the unitholders of Whiplash. A copy of the press release is furnished hereto as Exhibit 99.1.

The information furnished by Ryder pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Whiplash (the “Merger”), with Whiplash surviving the Merger, resulting in Whiplash becoming a wholly-owned subsidiary of Ryder. The purchase price for the Merger consists of $480 million in cash, subject to adjustments for cash, indebtedness, working capital and transaction expenses. The Merger is expected to be consummated (the “Closing”) in late December 2021 or early January 2022, subject to satisfaction or waiver of customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of Ryder and the board of managers of Whiplash.

The Merger Agreement contains customary representations and warranties, covenants and agreements of the parties, which will each terminate at Closing other than those covenants and agreements that, by their terms, contemplate performance after Closing. Each of the parties to the Merger Agreement has agreed to use its commercially reasonable efforts to take or cause to be taken all actions and things reasonably necessary or advisable to consummate and make effective, as promptly as reasonably practicable, the transactions contemplated by the Merger Agreement. The Merger Agreement may be terminated under certain customary circumstances at any time prior to the Closing, including if the Closing has not occurred by March 10, 2022 (subject to extension in certain circumstances).

If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations.

Forward Looking Statements

Certain statements and information included in this Current Report on Form 8-K are "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements, including our expectations regarding the benefits and timing of the Merger, are based on our current plans and expectations and are subject to risks, uncertainties and assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, (ii) the effect of the announcement or pendency of the transaction on PLG’s business relationships, operating results, and business generally, (iii) risks that the Merger disrupts current plans and operations of PLG and potential difficulties in PLG employee retention as a result of the Merger, (iv) changes in general economic conditions, including as a result of the COVID-19 pandemic and (v) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties that could cause actual results and events to differ materially from those in the forward-looking statements, including those risks set forth in our periodic filings with the Securities and Exchange Commission. For a more detailed discussion of risk factors, please see Part I, Item 1A, Risk Factors, in Ryder’s most recent Annual Report on Form 10K. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Ryder’s actual results and plans could differ materially from those expressed in the forward-looking statements. In addition, new risks emerge from time to time. It is not possible for management to predict all such risks or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01(d) Exhibits

The following exhibits are furnished as part of this report on Form 8-K:

 

Exhibit 99.1	Press Release, dated December 13, 2021.
Exhibit 104	Cover Page Interactive Data File - The Cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

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.

 

Date: December 13, 2021	RYDER SYSTEM, INC. (Registrant)
	By:	/s/ Robert D. Fatovic
		Robert D. Fatovic Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1

News Release

Ryder to Acquire Nationwide E-Commerce and Omnichannel Fulfillment Provider Whiplash

Acquisition to expand Ryder’s e-fulfillment network; add proven technology and operating platform, in strategic move to advance capabilities in high-growth e-commerce and omnichannel segments

MIAMI, December 13, 2021 – Ryder System, Inc. (NYSE: R), a leader in supply chain,dedicated transportation, andfleet management solutions, announces it has entered into a definitive agreement to acquire Whiplash, a leading national provider of omnichannel fulfillment and logistics services, for approximately $480 million in cash. Based in City of Industry, Calif., Whiplash provides scalable e-commerce and omnichannel fulfillment solutions to an impressive roster of more than 250 brands. The company’s 19 dedicated and multi-client warehouses total nearly seven million square feet and provide access to key port operations and gateway markets.

The transaction is accretive to shareholders and is expected to add approximately $480 million in gross revenue to Ryder’s supply chain solutions business segment in 2022 and provide incremental growth to Ryder’s earnings in 2022. Ryder and Whiplash expect to complete the transaction in late December 2021 or early January 2022, subject to satisfaction of antitrust approvals and customary closing conditions.

“The acquisition of Whiplash is consistent with our strategy to accelerate growth in our higher-return supply chain business. It also expands our e-commerce and omnichannel fulfillment network and reflects our continued focus on technology and innovation,” says Robert Sanchez, chairman and chief executive officer for Ryder. “Whiplash’s best-in-class e-commerce platform and key geographic strongholds—coupled with Ryder’s industry-leading transportation logistics solutions, including our robust Ryder Last Mile delivery network for big-and-bulky goods—positions us to deliver incredible value for our customers who are looking for more advanced e-fulfillment solutions in today’s ever-changing landscape.”

Ryder expects to integrate Whiplash’s facilities, operations, technology, and warehouse automation and robotics into its e-commerce fulfillment solution within the supply chain solutions business unit. Additionally, Ryder plans to retain Whiplash’s executive team and workforce, with their proven operational expertise, to execute the growth and customer solutions in this segment.

“With e-commerce sales continuing to hit record levels and omnichannel retailing becoming mainstream, we’re seeing a significant uptick in brands looking for more dynamic fulfillment services,” says Steve Sensing, president of global supply chain solutions for Ryder. “Whiplash has built a proven model that meets today’s consumers where, when, and how they choose to engage with brands—whether that’s on-line from a mobile device or laptop, in-store, or a combination. We expect that our combined customers will benefit from that additional flexibility as well as Ryder’s vast nationwide network, extensive technology suite, best-in-class warehouse management practices, and end-to-end transportation logistics solutions.”

The acquisition will add to Ryder’s current e-commerce fulfillment network with new facilities in Chino, Calif; City of Industry, Calif.; Long Beach, Calif.; Jacksonville, Fla.; Savannah, Ga.; Newark, N.J.; Secaucus, N.J.; Clifton, N.J.; Columbus, Ohio; Salt Lake City, Utah; and Sumner, Wash. Additionally, the acquisition strengthens Ryder’s presence in key port operations, providing four-corner coverage of all major U.S. inbound gateways via Seattle/Tacoma, New York/New Jersey, Savannah, and Long Beach.

With the expanded footprint following the acquisition, Ryder’s e-commerce and omnichannel fulfillment solution is expected to be able to deliver to 100% of the U.S. within two days and 60% of the U.S. within one day.

“This announcement signals a new accelerated phase of growth for Whiplash that will benefit our current customers and dramatically enhance our ability to scale and deliver innovation for digitally-native brands and omnichannel retailers,” says Jeff Wolpov, chief executive officer of Whiplash. “Ryder’s supply chain expertise, facility network, and last-mile transportation solutions are a perfect complement to the Whiplash e-commerce platform, and we’re excited to be part of the Ryder team.”

Wofford Advisors LLC acted as lead strategic advisor to Ryder and Blank Rome LLP acted as legal counsel on the transaction. J.P. Morgan Securities LLC acted as exclusive financial advisor and Paul Hastings LLP served as legal counsel to Whiplash.

About Ryder System, Inc.

Ryder System, Inc. (NYSE: R) is a leading logistics and transportation company. It provides supply chain, dedicated transportation, and fleet management solutions, including full service leasing, rental, and maintenance, used vehicle sales, professional drivers, transportation services, freight brokerage, warehousing and distribution, e-commerce fulfillment, and last mile delivery services, to some world’s most-recognized brands. Ryder provides services throughout the United States, Mexico, Canada, and the United Kingdom. In addition, Ryder manages nearly 235,000 commercial vehicles and operates more than 300 warehouses, encompassing approximately 64 million square feet. Ryder is regularly recognized for its industry-leading practices in third-party logistics, technology-driven innovations, commercial vehicle maintenance, environmentally friendly solutions, corporate social responsibility, world-class safety and security programs, military veteran recruitment initiatives, and the hiring of a diverse workforce. www.ryder.com

About Whiplash

PLG Investments I, LLC, d/b/a Whiplash, is a leading provider of direct-to-consumer fulfillment and retail logistics, including end-to-end customer care, transportation, distribution, and value-added warehouse services. Its high-performance operations are supported by its namesake ecommerce platform and a suite of advanced technology solutions, enabling the multi-channel connectivity required by the retail supply chains of today and tomorrow. Operating 19 distribution centers nationwide across nearly seven million square feet of space in addition to its international partner network, Whiplash brings emerging and established brands the scale and vision they need to grow and succeed.

Contacts

Amy Federman	Bob Brunn	Rich Reba
Ryder, Media Relations	Ryder, Investor Relations	Whiplash
afederman@ryder.com	bob_s_brunn@ryder.com	rich.reba@whiplash.com

###

Note Regarding Forward-Looking Statements: Certain statements and information included in this news release are "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements, including our expectations regarding the benefits and timing of the transaction (including future revenue and earnings growth as a result of the transaction), are based on our current plans and expectations and are subject to risks, uncertainties and assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this news release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, (ii) the effect of the announcement or pendency of the transaction on Whiplash’s business relationships, operating results, and business generally, (iii) risks that the merger disrupts current plans and operations of Whiplash and potential difficulties in Whiplash employee retention as a result of the Merger, (iv) changes in general economic conditions, including as a result of the COVID-19 pandemic, (v) the risk that the merger will not add the forecasted revenue to Ryder’s supply chain solutions business segment; (vi) the risk that the merger will not provide the expected incremental growth to Ryder’s earnings in 2022; (vii) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties that could cause actual results and events to differ materially from those in the forward-looking statements including those risks set forth in our periodic filings with the Securities and Exchange Commission. New risks emerge from time to time. It is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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	Dec. 13, 2021
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Entity Registrant Name	RYDER SYSTEM, INC.
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Document Type	8-K
Document Period End Date	Dec. 13, 2021
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Entity Address, City or Town	Miami,
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