Schneider National Enters Material Definitive Agreement

TL;DR

Schneider National just signed a big deal, creating new financial obligations. Keep an eye on this.

AI Summary

Schneider National, Inc. entered into a Material Definitive Agreement on November 22, 2024. This agreement creates a direct financial obligation for the company. The filing also includes Regulation FD disclosures and other events, along with financial statements and exhibits.

Why It Matters

This filing indicates a significant new financial commitment or contract for Schneider National, Inc., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating new financial obligations can introduce new risks and uncertainties for a company.

Key Players & Entities

• Schneider National, Inc. (company) — Registrant
• 11/22/2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $400 million — an aggregate principal amount of up to $400 million. Borrowings under the 2024 Term Loan wi
• $250 million — se contained in the Borrower's existing $250 million Credit Agreement dated as of November 4
• $390 million — wan Systems' business for approximately $390 million in cash, net of cash acquired and certa
• $31 million — wan Systems' business for approximately $31 million in cash. Based in Baltimore, MD, Cowan

Filing Documents

• sndr-20241122.htm (8-K) — 43KB
• termloancreditagreement-sc.htm (EX-10.1) — 836KB
• cowan_newsxreleasex2024x.htm (EX-99.1) — 11KB
• cowaninvestoroverview202.htm (EX-99.2) — 7KB
• cowan_newsxreleasex2024x001.jpg (GRAPHIC) — 199KB
• cowan_newsxreleasex2024x002.jpg (GRAPHIC) — 205KB
• cowan_newsxreleasex2024x003.jpg (GRAPHIC) — 226KB
• cowan_newsxreleasex2024x004.jpg (GRAPHIC) — 115KB
• cowaninvestoroverview202001.jpg (GRAPHIC) — 153KB
• cowaninvestoroverview202002.jpg (GRAPHIC) — 236KB
• 0001692063-24-000141.txt ( ) — 2730KB
• sndr-20241122.xsd (EX-101.SCH) — 2KB
• sndr-20241122_lab.xml (EX-101.LAB) — 21KB
• sndr-20241122_pre.xml (EX-101.PRE) — 12KB
• sndr-20241122_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

ITEM 1.01 Entry into a Material Definitive Agreement. On November 22, 2024, Schneider National Leasing, Inc., a wholly-owned subsidiary of Schneider National, Inc. ("Schneider"), entered into a new Credit Agreement among Schneider National Leasing, Inc. (the "Borrower"), as borrower, Schneider and certain other subsidiaries of Schneider (the "Guarantors"), as guarantors, the lenders party thereto (the "Lenders"), and Bank of America, N.A., as administrative agent (the "2024 Term Loan"), which provides for a delayed-draw term loan facility in an aggregate principal amount of up to $400 million. Borrowings under the 2024 Term Loan will be unsecured. The delayed-draw term loan commitments may be drawn, subject to the satisfaction of customary conditions precedent, for a period of 270 days after November 22, 2024 (the "Availability Period") in up to three separate borrowings (any such borrowings, collectively, the "Loans"). Loans under the 2024 Term Loan will mature on November 22, 2029 and will amortize on a quarterly basis in an amount equal to 0.625% of the aggregate principal amount of Loans outstanding on the last day of the Availability Period. Loans may be prepaid, and the 2024 Term Loan may be terminated at the election of the Borrower at any time without premium or penalty. The applicable interest rate under the 2024 Term Loan will be based, at the election of the Borrower, on (i) Term SOFR for the interest period of the applicable borrowing plus a spread adjustment of 0.10%, or (ii) a fluctuating rate of interest per annum (which shall not be less than 1.0% per annum) equal to the greatest of (a) the federal funds effective rate plus 0.50%, (b) the "prime rate" announced by Bank of America, N.A., or (c) one-month Term SOFR (plus a spread adjustment of 0.10%) plus 1.0%, plus, in each case of (i) and (ii), an applicable margin based on Schneider's consolidated net debt coverage ratio as of the end of each fiscal quarter, all as set forth in the 2024 Term L

01. Regulation FD

ITEM 7.01. Regulation FD. In connection with the acquisition described below, Schneider hereby furnishes the press release announcing the acquisition of Cowan Systems (as defined below) attached as Exhibit 99.1 and a copy of an acquisition overview that Schneider intends to make available on its investor relations website attached as Exhibit 99.2. The information in this Item 7.01 and in Exhibits 99.1 and 99.2 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

01. Other Events

ITEM 8.01. Other Events. On November 25, 2024, Schneider National, Inc. ("Schneider") announced that certain of its wholly owned subsidiaries had entered into a membership interest purchase agreement (the "Purchase Agreement") to acquire 100% of the membership interests in Cowan Transport Holdings, LLC, Cowan Equipment Leasing, LLC, and affiliated entities (including Cowan Systems, LLC) (collectively, "Cowan Systems") holding assets compromising substantially all of Cowan Systems' business for approximately $390 million in cash, net of cash acquired and certain other customary adjustments for working capital, debt acquired, certain expenses, and certain other items. In addition, Schneider, through certain wholly owned subsidiaries, entered into separate agreements to purchase certain real estate assets relating to Cowan Systems' business for approximately $31 million in cash. Based in Baltimore, MD, Cowan Systems is privately owned and is primarily a dedicated contract carrier with a portfolio of complementary services including brokerage, drayage, and warehousing. The company operates approximately 1,800 trucks and 7,500 trailers across more than forty locations throughout the Eastern and Mid-Atlantic regions of the United States. The transaction is expected to close in the fourth quarter of 2024, subject to the satisfaction of certain customary closing conditions, and will be financed through existing cash on hand, as well as borrowings under the 2024 Term Loan. Upon closing, Cowan Systems' financial results will be reported in Schneider's Truckload and Logistics business segments. Special Note Regarding Forward-Looking Statements This information contained in this current report on Form 8-K contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, which are intended to come within the safe harbor protection provided by such Act. These forward-looking statements reflect our current expectati

01 Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description of Exhibit 10.1 Credit Agreement dated as of November 22, 2024, among the Borrower, the Guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent 99.1 Press Release dated November 25, 2024 99.2 Acquisition Overview dated November 25, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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 hereunto duly authorized. Date: November 25, 2024 SCHNEIDER NATIONAL, INC. By: /s/ Thomas G. Jackson Name: Thomas G. Jackson Title: Executive Vice President, General Counsel, and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR