Yellow Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Bankruptcy or Receivership, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

 

 

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): September 15, 2023

 

Yellow Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware		000-12255		48-0948788
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

501 Commerce Street, Suite 1120 Nashville, Tennessee		37203
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (913) 696-6100

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))

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, $0.01 par value per share		YELLQ		OTC

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 1.01.

Entry into a Material Definitive Agreement.

Junior Debtor-In-Possession (“DIP”) Credit Agreement and Postpetition B-2 Credit Agreement Amendment

As previously disclosed, on August 6, 2023 (the “Petition Date”), Yellow Corporation (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”), filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re: Yellow Corporation, et al., Case No. 23-11069.

On September 15, 2023, the Bankruptcy Court issued a final order (the “Final Order”) authorizing, on a final basis, among other things: (i) entry into a superpriority junior secured debtor in possession multi-draw term loan facility (the “Junior DIP Credit Facility”) provided under the Junior Secured Super-Priority Debtor-in-Possession Credit Agreement, dated as of September 6, 2023, by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders party thereto from time to time and Alter Domus Products Corp., as administrative agent and collateral agent (the “Junior DIP Credit Agreement”) and (ii) a superpriority senior secured multi-draw term loan facility of Postpetition B-2 Loans (the “Postpetition B-2 Facility”) provided under that certain Amendment No. 4 to Amended and Restated Credit Agreement, dated as of September 6, 2023, by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders party thereto from time to time and Alter Domus Products Corp., as administrative agent and collateral agent, which amends that certain Amended and Restated Credit Agreement dated as of September 11, 2019 (as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of April 7, 2020, Amendment No. 2 to Amended and Restated Credit Agreement, dated as of July 7, 2020, Amendment No. 3 to Amended and Restated Credit Agreement dated as of July 7, 2023, and as may be further amended, amended and restated, restated, supplemented or otherwise modified from time to time, the “Postpetition B-2 Credit Agreement Amendment”) . Reference is hereby made to that certain Current Report on Form 8-K, filed on August 25, 2023, which details the terms of the Junior DIP Credit Facility and the Postpetition B-2 Facility, and references entry into the Junior DIP Credit Agreement and the Postpetition B-2 Credit Agreement Amendment, copies of which are attached to this Current Report on Form 8-K. Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings given to them in the Final Order, the Junior DIP Credit Facility or the Postpetition B-2 Facility, as applicable.

The Junior DIP Credit Agreement and the Postpetition B-2 Credit Agreement Amendment have certain customary covenants, as well as covenants mandating compliance by the Company Parties with a budget, variance testing and reporting requirements, among others. The proceeds of all or a portion of the DIP Credit Agreements may be used for, among other things, payment of costs to administer the Chapter 11 Cases, payment of expenses and fees of the transactions contemplated by the Chapter 11 Cases, payment of court-approved adequate protection obligations under the Final Order, Junior DIP Credit Agreement and Postpetition B-2 Credit Agreement Amendment, and payment of other costs, in each case, subject to an approved budget and such other purposes permitted under the Final Order, Junior DIP Credit Agreement and Postpetition B-2 Credit Agreement Amendment, or any other order of the Bankruptcy Court.

The foregoing description of the Junior DIP Credit Agreement and the Postpetition B-2 Credit Agreement Amendment do not purport to be complete and each description is subject to, and qualified in its entirety by, the full text of the Junior DIP Credit Agreement and the Postpetition B-2 Credit Agreement Amendment, as applicable, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 1.03.

Bankruptcy or Receivership.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Junior DIP Credit Agreement and the Postpetition B-2 Credit Agreement Amendment are incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Junior DIP Credit Agreement and the Postpetition B-2 Credit Agreement Amendment are incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Information

This Current Report on Form 8-K and the exhibits hereto contain certain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements are subject to a number of factors and uncertainties that could cause the Company’s actual results to differ materially from those expressed in or contemplated by the forward-looking statements. Such factors include, but are not limited to: risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s liquidation, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; objections to the Company’s restructuring process or other pleadings filed that could protract the Chapter 11 Cases; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the Company’s ability to comply with the restrictions imposed by the terms and conditions of its financing arrangements; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the impact and timing of any cost-savings measures and related local law requirements in various jurisdictions; finalization of the Company’s annual and quarterly financial statements (including finalization of the Company’s impairment tests), completion of standard annual and quarterly-close processes; risks relating to the delisting of the Common Stock from Nasdaq and future quotation of the Common Stock; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures, and the potential for additional material weaknesses in the Company’s internal controls over financial reporting or other potential weaknesses of which the Company is not currently aware or which have not been detected; the impact of litigation and regulatory proceedings; the impact and timing of any cost-savings measures; and other factors discussed in the Company’s Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the SEC. These risks and uncertainties may cause the Company’s actual results, performance, liquidity or achievements to differ materially from any future results, performance, liquidity or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov. The Company cautions you that the list of important factors included in the Company’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. The Company undertakes no obligation to publicly update or revise any forward-looking statement, including the Projections, as a result of new information, future events or otherwise, except as otherwise required by law.

 

Item 9.01.

Financial Statements and Exhibits

 

Exhibit No.
10.1*		Junior Secured Super-Priority Debtor-In-Possession Credit Agreement, dated as of September 6, 2023, among Yellow Corporation, the other guarantors and lenders party thereto, and Alter Domus Products Corp.
10.2*		Amendment No. 4, dated as of September 6, 2023, to the Amended and Restated Credit Agreement, dated as of September 11, 2019, among Yellow Corporation, the other guarantors and lenders party thereto, and Alter Domus Products Corp.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

*	Certain schedules and similar attachments have been omitted. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

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: September 21, 2023