Roadrunner Announces Closing of $450 Million 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 the closing of its fully
backstopped $450 million rights offering. At the closing, which was
completed yesterday, Roadrunner sold and issued an aggregate of
900,000,000 new shares of common stock at the subscription price of
$0.50 per share.

An aggregate of 177,676,223 shares were purchased pursuant to the
exercise of basic subscription rights and over-subscription rights from
stockholders of record during the subscription period, including from
the exercise of basic subscription rights by stockholders who are funds
affiliated with Elliott Management Corporation (collectively,
“Elliott”). In addition, Elliott purchased an aggregate of 722,323,777
additional shares pursuant to the previously announced commitment from
Elliott to 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 would
raise $450 million in gross proceeds from the rights offering. Based on
the final results, Elliott purchased a total of 843,632,693 shares of
the company’s common stock between its basic subscription rights and
backstop commitment, and now beneficially owns approximately 90.4% of
the company’s common stock.

The net proceeds from the rights offering and backstop commitment have
been used to fully redeem the company’s outstanding shares of its
preferred stock and to pay related accrued and unpaid dividends.
Proceeds have also been used to pay fees and expenses in connection with
the rights offering and backstop commitment. The company has retained in
excess of $30 million of net cash proceeds to be used for general
corporate purposes. The purpose of the rights offering was to improve
and simplify the company’s capital structure in a manner that gave 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.

Greenberg Traurig, LLP served as legal counsel to Roadrunner
Transportation Systems, Debevoise & Plimpton LLP served as legal counsel
to Elliott Management Corporation and Shearman & Sterling LLP served as
legal counsel to Barclays Capital Inc., the dealer manager for the
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 use of proceeds retained by the
company and whether the rights offering will increase the speed and
likelihood of a full operational recovery. 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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