0001171843-13-000013.txt : 20130102 0001171843-13-000013.hdr.sgml : 20130101 20130102150054 ACCESSION NUMBER: 0001171843-13-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121228 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130102 DATE AS OF CHANGE: 20130102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VITRAN CORP INC CENTRAL INDEX KEY: 0000946823 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32449 FILM NUMBER: 13501544 BUSINESS ADDRESS: STREET 1: 185 THE WEST MALL STREET 2: SUITE 701 CITY: TORONTO STATE: A6 ZIP: M9C 5L5 BUSINESS PHONE: 416-596-7664 MAIL ADDRESS: STREET 1: 185 THE WEST MALL STREET 2: SUITE 701 CITY: TORONTO STATE: A6 ZIP: M9C 5L5 8-K 1 f8k_010213.htm FORM 8-K f8k_010213.htm
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 28, 2012
 
Vitran Corporation Inc.
___________________________________
(Exact name of registrant as specified in its charter)

         
ONTARIO, CANADA
  
001-32449
  
98-0358363
         
(State or other jurisdiction of
incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
         
185 The West Mall, Suite 701, Toronto, Ontario, Canada
      
M9C 5L5
         
(Address of principal executive offices)
      
(Zip code)
 
(Registrant’s telephone number, including area code)
416-596-7664

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:
 
[  ]  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))
 
 
 
 
Item 1.01
Entry into a Material Definitive Agreement

(1)  
On December 28, 2012, the Company and certain of its subsidiaries entered into a real estate term agreement with a real estate mortgage lender.

The following is a summary of the material terms of the real estate term agreement:

·  
The real estate term agreement is for a total of $17 million as a first freehold mortgage on the land and buildings.  The tenure of the agreement is 15 years and the amortization period is 15 years.

·  
The real estate term agreement is secured by a first mortgage on 18 transportation facilities located throughout the United States.

·  
The interest rate is fixed at 4.875% with an interest rate adjustment period of five years.
 
Item 7.01
Regulation FD Disclosure

On December 28, 2012 the Registrant issued the attached news release entitled “Vitran Obtains Credit Facility Secured by U.S. Real Estate” announcing that it has entered into the credit real estate term agreement described in Item 1.01 of this Report. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
 
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Report, including the exhibits attached hereto which are incorporated herein by reference, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in 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.
 
The following exhibits are attached to this Current Report on Form 8-K:
 
Exhibit No.
Description
99.1
News Release dated December 28, 2012.  (1)
 
(1)
Filed as an exhibit hereto
 
 
 
 
SIGNATURES
 
 
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, thereunto duly authorized.
 
     
 
VITRAN CORPORATION INC.
     
 
By:
/s/ Fayaz D. Suleman
 
Name: Fayaz D. Suleman
Date:  January 2, 2013
Title: Vice President Finance and Chief Financial Officer
 
 
 
 
 
EXHIBIT INDEX
 
 
Exhibit No.
Description
99.1
News Release dated December 28, 2012.  (1)
 
(1)
Filed as an exhibit hereto
 
 


 EX-99.1 2 exh_991.htm EXHIBIT 99.1 Vitran Obtains Credit Facility Secured by U.S. Real Estate

EXHIBIT 99.1

Vitran Obtains Credit Facility Secured by U.S. Real Estate

TORONTO, Dec. 28, 2012 (GLOBE NEWSWIRE) -- Vitran Corporation Inc. (Nasdaq:VTNC) (TSX:VTN), a North American transportation and supply chain firm, today announced that it has signed and closed a new U.S.$17 million real estate term credit facility secured by a number of Vitran's U.S. LTL transportation facilities. Vitran received a commitment for up to a U.S.$33 million term facility subject to customary due diligence including environmental assessments and appraisals. In the first quarter of 2013 Vitran expects to receive the balance of proceeds as part of a second phase closing. Cohen Financial, a national real estate capital services firm, acted as agent and advisor to Vitran on this transaction.

Under the agreement, Vitran extracted substantial value from its U.S. real estate by securing a fifteen-year term credit facility, with a 15 year amortization including a fixed interest rate of 4.875%, with an interest rate adjustment period of 5 years.

Vitran President and Chief Executive Officer Rick Gaetz stated, "We chose this lender as they provided long-term debt at reasonable yields and we look forward to a long and mutually beneficial partnership with our new U.S. real estate lender. We are extremely pleased to have positioned Vitran with flexibility in continuing to execute our operating plan to enhance shareholder value. Proceeds from the real estate term facility will be used to repay existing debt which will allow for additional borrowing capacity under our existing revolving credit facility."

About Vitran Corporation Inc.

Vitran Corporation Inc. is a North American group of transportation companies offering less-than-truckload and supply chain services. To find out more about Vitran Corporation Inc. (Nasdaq:VTNC) (TSX:VTN), visit the website at www.vitran.com.

The Vitran Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7302

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Forward-looking statements may be generally identifiable by use of the words "believe", "anticipate", "intend", "estimate", "expect", "project", "may", "plans", "continue", "will", "focus should" "endeavor" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on current expectations and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Vitran's actual results, performance or achievements to differ materially from those projected in the forward-looking statements. Factors that may cause such differences include, but are not limited to, technological change, increases in fuel costs, regulatory changes, the general health of the economy, seasonal fluctuations, unanticipated changes in railroad capacities, exposure to credit risks, changes in labour relations and competitive factors. More detailed information about these and other factors is included in the annual MD&A on Form 10K under the heading "General Risks and Uncertainties." Many of these factors are beyond the Company's control; therefore, future events may vary substantially from what the Company currently foresees. You should not place undue reliance on such forward-looking statements. Vitran Corporation Inc. does not assume the obligation to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

CONTACT: Richard Gaetz, President/CEO
         Fayaz Suleman, VP Finance/CFO
         Vitran Corporation Inc.
         416/596-7664