Roadrunner Announces Preliminary Results of Rights Offering

Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”)
(NYSE: RRTS), a leading asset-right transportation and asset-light
logistics service provider, today announced preliminary results of its
fully backstopped $450 million rights offering following the expiration
of the subscription period on February 19, 2019 at 5:00 p.m. Eastern
Time (the “expiration date”). Preliminary results indicate that
7,689,618 basic subscription rights and 510,207 oversubscription rights
were exercised as of the expiration date to purchase an aggregate of
approximately 178,432,297 shares of common stock, which includes the
exercise of basic subscription rights by affiliates of Elliott
Management Corporation (such affiliates, “Elliott”). The shares of
common stock were purchased at the subscription price of $0.50 per share
(the “subscription price”).

As previously announced, Elliott agreed to exercise its basic
subscription rights in full and purchase all unsubscribed shares of
common stock in the rights offering (the “backstop commitment”). The
company obtained the backstop commitment from Elliott to ensure that the
rights offering would be fully subscribed and that the company will
raise $450 million in gross proceeds from the rights offering. Based on
the preliminary results, the company expects Elliott to purchase
721,567,703 shares of common stock pursuant to the backstop commitment
at the subscription price. The company expects to consummate the
backstop commitment on or about February 25, 2019 and no later than
March 1, 2019. Based on the preliminary results, Elliott will own
approximately 90% of the company’s common stock following consummation
of the backstop commitment.

The net proceeds from the rights offering and backstop commitment will
primarily be used to fully redeem the company’s outstanding shares of
its preferred stock and to pay related accrued and unpaid dividends.
Proceeds will also be used to pay fees and expenses in connection with
the rights offering and backstop commitment. The company will retain at
least $30 million of net cash proceeds which will be used for general
corporate purposes. The purpose of the rights offering is to improve and
simplify the company’s capital structure in a manner that gives the
company’s existing stockholders the opportunity to participate on a pro
rata basis.

“We believe the simplification and improvement of our capital structure
accomplished through the rights offering will support our long-term
business plans and increase the speed and likelihood of a full
operational recovery for Roadrunner,” said Curt Stoelting, Chief
Executive Officer of Roadrunner.

These results are preliminary in nature and are subject to change
following final count of subscription certificates and closing
procedures by the company’s rights agent. The company expects to issue a
press release on or about February 25, 2019 to announce the final
results of the rights offering.

If a holder did not exercise its subscription rights prior to the
expiration date, such rights have expired and are void and have no
value, and such holder owns the same number of shares of the company’s
common stock as such holder did before the commencement of the rights
offering.

About Roadrunner Transportation Systems, Inc.

Roadrunner Transportation Systems is a leading asset-right
transportation and asset-light logistics provider offering a full suite
of services and solutions under the Roadrunner®, Active On-Demand® and
Ascent Global Logistics® brands. The Roadrunner brand offers
less-than-truckload, over-the-road truckload and intermodal services.
Active On-Demand offers premium mission critical air and ground
logistics solutions. Ascent Global Logistics offers domestic freight
management, retail consolidation, international freight forwarding and
customs brokerage. For more information, please visit Roadrunner’s
websites, www.rrts.com and www.ascentgl.com.

Safe Harbor Statement

This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which
relate to future events. Forward-looking statements also include, among
other things, statements regarding the preliminary results of the rights
offering; the number of shares Elliott will purchase pursuant to the
backstop commitment; the date by which the company intends to close the
rights offering and the backstop commitment; the percentage of shares of
the company’s common stock Elliott will hold after consummation of the
rights offering and backstop commitment; and the company’s expected use
of net proceeds. These statements are often, but not always, made
through the use of words or phrases such as "may," "will," "anticipate,"
"estimate," "plan," "project," "continuing," "ongoing," "expect,"
"believe," "intend," "predict," "potential," "opportunity," and similar
words or phrases or the negatives of these words or phrases. These
forward-looking statements are based on Roadrunner's current
assumptions, expectations, and beliefs and are subject to substantial
risks, estimates, assumptions, uncertainties and changes in
circumstances that may cause Roadrunner's actual results, performance,
initiatives, or achievements, to differ materially from those expressed
or implied in any forward-looking statement. Because the risks,
estimates, assumptions and uncertainties referred to above could cause
actual results or outcomes to differ materially from those expressed in
any forward-looking statements, you should not place undue reliance on
any forward-looking statements. Any forward-looking statement speaks
only as of the date hereof, and, except as required by law, Roadrunner
assumes no obligation and does not intend to update any forward-looking
statement to reflect events or circumstances after the date hereof
except as required by law. For a full discussion of risks and
uncertainties, see the section entitled "Risk Factors" in Roadrunner's
Prospectus dated February 1, 2019.

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