YRC Worldwide stockholders OK merging of subsidiary YRC Merger Sub into company, approve issuance of new shares, reports it received delisting notice from NASDAQ
OVERLAND PARK, Kansas
September 20, 2011
– YRC Worldwide Inc. (NASDAQ:YRCW - News) announced today that a Special Meeting of Stockholders of YRC Worldwide was held on September 16th, 2011. At the meeting, stockholders of YRC Worldwide approved the merger agreement between YRC Worldwide and a recently formed wholly-owned subsidiary, YRC Merger Sub, Inc., whereby YRC Worldwide is the surviving corporation of the merger.
In connection with the merger, the certificate of incorporation of YRC Worldwide was amended and restated to, among other things, increase the number of authorized common shares to 10 billion. This stockholder approval caused the number of outstanding common shares to increase to approximately 1.9 billion as compared to the previous level of approximately 48 million, as the approximately five million Series B convertible preferred shares issued on July 22, 2011 automatically converted to common shares. In addition, convertible notes issued on July 22, 2011 have conversion rights for another approximately 4.1 billion common shares, of which approximately 2.3 billion common shares may be issued upon conversion at any time following the merger and an additional approximately 1.8 billion common shares may be issued upon conversion after July 22, 2013.
"This is an important and required step in our restructuring process," said Jamie Pierson, interim chief financial officer - YRC Worldwide. "This merger allows us to increase our authorized common shares to allow for the conversion of our preferred stock issued during the restructuring in July."
YRC Worldwide has also announced that it has received a notice from NASDAQ stating that the company is subject to delisting since its common stock has traded below a $1.00 share price for more than 30 consecutive trading days.
The company received a prior delisting notice due to the issuance of securities without stockholder approval during the July restructuring. YRC Worldwide is currently in an appeal process with NASDAQ to allow it to remain listed on the exchange.
"Despite the additional delisting notice from NASDAQ, YRC Worldwide remains confident that the company is well positioned for long-term success," said James Welch, chief executive officer - YRC Worldwide.
Last July, YRCW successfully completed a restructuring transaction pursuant to which the company issued new convertible notes for the infusion of $100 million in new capital; increased liquidity by replacing the company's existing asset-backed securitization (ABS) facility with a new three-year, $400 million asset-based loan (ABL) facility; and exchanged a portion of the company's loans and other obligations for new securities, including equity.
"We expected to receive this notice due to dilution of our common stock from the restructuring transaction," added Mr. Welch. "Our listing status will not affect our ability to provide reliable transportation solutions to our customers."