8-K
Ryder System Inc (R)
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): April 1, 2020
RYDER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
| Florida | 1-4364 | 59-0739250 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) | 11690 NW 105th Street | 33178 | ||
| --- | --- | --- | ||||
| Miami, | Florida | (Zip Code) | ||||
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: (305) 500-3726
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 (see General Instruction A.2. below):
| ☐ | 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 | R | New York Stock Exchange |
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 7.01 Regulation FD Disclosure
On April 1, 2020, Ryder System, Inc. issued a press release announcing it has entered into a syndicated term loan. A copy of this press release is furnished as Exhibit 99.1 to this report.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01(d) Exhibits
The following exhibits are furnished as part of this report on Form 8-K:
| Exhibit 99.1 | Press Release dated April 1, 2020. |
|---|---|
| Exhibit 104 | Cover Page Interactive Data File - The Cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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: April 1, 2020 | RYDER SYSTEM, INC.<br><br>(Registrant) | |
|---|---|---|
| By: | /s/ Scott T. Parker | |
| Scott T. Parker<br><br>Executive Vice President, Chief Financial Officer |
Exhibit
Exhibit 99.1
Press Release
FOR IMMEDIATE RELEASE
Ryder Enhances Liquidity with $400M Syndicated Term Loan
MIAMI, April 1, 2020 - Ryder System, Inc. (NYSE: R), a leader in commercial fleet management, dedicated transportation, and supply chain solutions, today announced it entered into a new 364-day unsecured syndicated term loan (the “Term Loan”) totaling US$400 million with a syndicate of eight large financial institutions, further enhancing its liquidity position.
“Execution of this new term loan further solidifies Ryder’s solid liquidity position. Our business model generates more free cash flow in slower economic environments as capital expenditures decline in our ChoiceLease business,” said Scott Parker, Ryder Executive Vice President and Chief Financial Officer.
The term loan will be used for working capital and other general corporate purposes of Ryder and its subsidiaries. “We are very pleased with the continued demonstration of financial support and confidence shown by our banking partners,” said Dan Susik, Ryder Senior Vice President - Finance and Treasurer.
BofA Securities, Inc. acted as a joint lead arranger and joint book runner. Bank of America, N.A will serve as administrative agent. MUFG Bank, Ltd. acted as a joint lead arranger, joint bookrunner and as syndication agent. Additionally, BNP Paribas, Mizuho Bank, Ltd., U.S. Bank, National Association, Truist Bank and PNC Bank, National Association acted as joint lead arrangers and documentation agents. Regions Bank was also a participating lender.
About Ryder
Ryder is a Fortune 500® commercial fleet management, dedicated transportation, and supply chain solutions company. The company’s stock (NYSE: R) is a component of the Dow Jones Transportation Average and the S&P MidCap 400® index. Ryder, which provides commercial truck rental, truck leasing, used trucks for sale, and last mile delivery services, has been named among “The World’s Most Admired Companies” by Fortune, as well as one of “America’s Best Employers” and “America’s Best Employers for Women” by Forbes. The company is regularly recognized for its industry-leading practices in third-party logistics, environmentally friendly fleet and supply chain solutions, world-class safety and security programs, and hiring of military veterans. For more information, visit www.ryder.com or our newsroom, and follow us on Facebook, LinkedIn, and Twitter.
Contacts: Media: Investor Relations:
Amy Federman Bob Brunn
(305) 500-4989 (305) 500-4210
Note Regarding Forward-Looking Statements: Certain statements and information included in this news release are "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current plans and expectations and are subject to risks, uncertainties and assumptions. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties that could cause actual results and events to differ materially from those in the forward-looking statements including those risks set forth in our periodic filings with the Securities and Exchange Commission. New risks emerge from time to time. It is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.