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Vitran Corporation Inc. announces agreement to sell common shares and modifies current debt arrangement

TORONTO, Sept. 17 /PRNewswire-FirstCall/ - Vitran Corporation Inc. (NASDAQ: VTNC, TSX: VTN) ("Vitran" or the "Company"), a North American transportation and logistics firm, today announced that it has agreed to sell approximately 2.7 million shares of common stock at a price of US$8.50 per share to certain qualified investors (the "Offering"). The net proceeds to the Company, after payment of costs and expenses associated with the Offering, are expected to be approximately US$21.4 million. From these net proceeds, the Company intends to permanently reduce the outstanding amount of its syndicated term debt by US$7.5 million. The remainder of the net proceeds will be used to pay down revolving debt. The repayment of the revolving debt will increase the Company's unused debt capacity and give the Company added flexibility to execute its operating and capital initiatives. The Offering is subject to the satisfaction of customary closing conditions and is anticipated to close on or about September 21, 2009.

The shares to be sold under the Offering have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. In conjunction with the sale of the shares, the Company intends to file a Registration Statement on Form S-3 to facilitate the resale of such shares from time to time by the new investors. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the shares.

Amendment to Credit Agreement

Additionally, the Company has signed an amendment to its syndicated credit agreement. Under the amendment, the syndicate, led by JPMorgan Chase Bank, and Vitran have agreed to a number of changes to its banking agreement, the most significant of which are:

- more favorable financial covenants commencing with the period ending
September 30, 2009 through to the period ending December 31, 2010
- interest rate spreads for LIBOR and Canadian BA-based loans of 500
basis points at maximum leverage ratio; and
- reaffirmation of debt maturity to July 31, 2012.

The effectiveness of the amendment is subject to certain conditions, including receipt by the Company of minimum proceeds of US$20.0 million upon completion of the Offering.
 
Vitran Corporation Inc. completes US$23 million private placement offering

TORONTO, Sept. 21 /PRNewswire-FirstCall/ - Vitran Corporation Inc. (NASDAQ: VTNC, TSX: VTN) ("Vitran" or the "Company"), a North American transportation and logistics firm, today announced that it has completed its previously announced private placement of approximately 2.7 million shares of common stock at the price of US$8.50 per share, for aggregate gross proceeds of approximately US$23.0 million. Stifel Nicolaus Company, Incorporated, acted as lead placement agent, and Stephens, Inc. and Morgan Keegan Company, Inc. acted as co-placement agents. In connection with the completion of the Offering, the Company also confirmed the effectiveness of the previously announced amendment to its syndicated credit agreement.

The Company intends to use the net proceeds of the Offering, which, after payment of costs and expenses associated with the sale, are expected to be approximately US$21.4 million, to permanently reduce the outstanding amount of its syndicated term debt by US$7.5 million. The remainder of the net proceeds will be used to pay down revolving debt. The repayment of the revolving debt will increase the Company's unused debt capacity, and give the Company added flexibility to execute its operating and capital initiatives.

The shares sold under the Offering have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Company intends to file a Registration Statement on Form S-3 to facilitate the resale of these shares from time to time by the new investors. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the shares.

Vitran President and Chief Executive Officer Rick Gaetz stated, "We are excited with the support shown by our existing and new shareholders as well as JPMorgan and our lending syndicate. The US$23 million of new equity, along with the amended credit agreement, strongly positions the Company to capitalize on an economic recovery, respond to any material changes in the transportation market and execute its ongoing operating plan."

About Vitran Corporation Inc.

Vitran Corporation Inc. is a North American group of transportation companies offering less-than-truckload, logistics, truckload, and freight brokerage services. To find out more about Vitran Corporation Inc. (NASDAQ: VTNC, TSX: VTN), visit the website at

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Forward-looking statements may be generally identifiable by use of the words "believe", "anticipate", "intend", "estimate", "expect", "project", "may", "plans", "continue", "will", "focus", "should" "endeavor" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on current expectations and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Vitran's actual results, performance or achievements to differ materially from those projected in the forward-looking statements. Factors that may cause such differences include, but are not limited to, technological change, increases in fuel costs, regulatory changes, the general health of the economy, seasonal fluctuations, unanticipated changes in railroad capacities, exposure to credit risks, changes in labour relations and competitive factors. More detailed information about these and other factors is included in the annual MD A on Form 10-K under the heading "General Risks and Uncertainties." Many of these factors are beyond the Company's control; therefore, future events may vary substantially from what the Company currently foresees. You should not place undue reliance on such forward-looking statements. Vitran Corporation Inc. does not assume the obligation to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

SOURCE Vitran Corporation Inc.

Richard Gaetz, President, CEO; Sean Washchuk, VP Finance, CFO, Vitran Corporation Inc., (416) 596-7664
 
i sure hope so
you and every other vitran employee pre-merger!!!
the p-jax influence in this company has gotta go!!! they want to give freigth away! i know in louisville we've had problems charging p-jax customers for hand freight, inside delivery or retention fees...the p-jax management went apechit after hearing us trying to charge one of their customers retention fee after our driver sat for over an hour waiting, only to leave and redeliver the freight the next day and wait again! p-jax gives services away all the while losing money!!!
 
PJAX doesn't pursue assessorial charges at my terminal either. In the rare event that they do, they charge whatever they want and it is way less than Vitran charges. They will charge $25-$50 for a $192.00 liftgate service. I was horrified to see them not persuing charges and giving away services at a time when we were loosing money.
 
Just curious......Didn't Vitran purchase Pjax? And if so then wouldn't that mean that all transactions and billing are done under the parent company? So if lets say.....Pjax charges $50 for something that Vitran would charge $192 for, wouldn't that be noticed when the paperwork hits the accounts desk? Just curious.
 
Just curious......Didn't Vitran purchase Pjax? And if so then wouldn't that mean that all transactions and billing are done under the parent company? So if lets say.....Pjax charges $50 for something that Vitran would charge $192 for, wouldn't that be noticed when the paperwork hits the accounts desk? Just curious.

I think each region does their own invoicing. I think the Vitran Central invoicing is still done in IND and the Vitran East (PJAX) invoices come out of PIT. PJAX gives their office people full access to billing and they can charge what they want and remove charges. Vitran office people had/have limited access to billing. Vitran had/has set charges for accessorials and charges could only be added or removed in IND.
 
But I'm sure that there has to be a person or people that goes around and audits the books. I don't believe you would just go out and buy a company and just take their word/words at the fact that it will be run the way the purchaser requests and let it go at that. So someone at Vitran has to at least be aware of certain charges. Maybe they just figure, if it's not broke, don't fix it. Just my humble opinion.
 
Does anyone see this as a sign that Vitran will get back control of the company?

Interesting??? Too bad you're dead wrong..lol.. All the company did was sell a ton of shares at a reduced price to pay down some debt, and bank a ton of money.. It just makes our company look better on paper, and gives us plenty of breathing room.. Who knows?? Maybe they are thinking of buying another trucking company/Expanding?? We are turning a profit.. Stocks are doing fine... We got some new equipment.. And more on the way... I will just say that I was told that some of the key office departments have been moved to pitt in the past six months.. So if anything.. Its the opposite of what BillyBobBubba posted.... Sorry to rain on your Vitran Parade....

But listen... We are one company now.. With a brand new Van Halen logo...lol.. So lets all try to make the best of it.. And hope and pray they reinstate the wage increases and 5%
 
Interesting??? Too bad you're dead wrong..lol.. All the company did was sell a ton of shares at a reduced price to pay down some debt, and bank a ton of money.. It just makes our company look better on paper, and gives us plenty of breathing room.. Who knows?? Maybe they are thinking of buying another trucking company/Expanding?? We are turning a profit.. Stocks are doing fine... We got some new equipment.. And more on the way... I will just say that I was told that some of the key office departments have been moved to pitt in the past six months.. So if anything.. Its the opposite of what BillyBobBubba posted.... Sorry to rain on your Vitran Parade....

But listen... We are one company now.. With a brand new Van Halen logo...lol.. So lets all try to make the best of it.. And hope and pray they reinstate the wage increases and 5%

Well put on your raincoat and golashes Snowman because you rained on your own parade. If you noticed the new Van Halen logo is a "V" not a "P", so lets all get over the VITRAN/pjax bs and work on keeping this company moving. And lets hope and pray Vitran upper management doesnt decide to make more cuts in pay and jobs to do it. If you noticed YRC is trying desperately to make a sharp U-turn. Where will that leave us if they succeed? Will we lose all that damaged freight that everyone thinks is so funny? Just curious what your thoughts are on that Snowman.:popcorn:
 
I think it is a sign of Vitran taking back over. Read the KEY WORDS in the statement "the stocks can not be sold in the United States" and "are not amended" and there will be terms and conditions to the resale of those stocks. Sounds like to me they are making sure someone (Pjax) in the U.S. will not be able to buy or purchase from a 3rd party those stocks that are being offered.
 
Well put on your raincoat and golashes Snowman because you rained on your own parade. If you noticed the new Van Halen logo is a "V" not a "P", so lets all get over the VITRAN/pjax bs and work on keeping this company moving. And lets hope and pray Vitran upper management doesnt decide to make more cuts in pay and jobs to do it. If you noticed YRC is trying desperately to make a sharp U-turn. Where will that leave us if they succeed? Will we lose all that damaged freight that everyone thinks is so funny? Just curious what your thoughts are on that Snowman.:popcorn:

Really dont care what the logo says.. From what I can tell the people from the "p" still run the show... Think of it this way... Race car drivers change sponsors all the time.. But it's still the same drivers getting the job done... No rain on my parade at all.. I welcome the new logo.. The more I see it, the happier I am.. Because that means more and more new equipment... :) Nice try though.. As far as more cuts in pay.. I doubt it.. Only if the economy tanks again.. Nobody wants to see another cut in pay.. Everybody can agree that this industry has really gone to ::shit::..

As far as yrc.. Yes they are trying to turn the bend.. The odds are still against them.. Most people still think that its just buying them extra time, and they will still fold... I personally hope and pray they get back on there feet again.. Yes them foldiing would help all other LTL trucking companies (including us).. But our company is making money, and can you just imagine how many people with families would be jobless.. I dont even want to think about it.. Lets just all try and support them.. That goes for all companies that are in danger of folding.. They are no different than any other human being.. Just work for a different carrier...
 
I think it is a sign of Vitran taking back over. Read the KEY WORDS in the statement "the stocks can not be sold in the United States" and "are not amended" and there will be terms and conditions to the resale of those stocks. Sounds like to me they are making sure someone (Pjax) in the U.S. will not be able to buy or purchase from a 3rd party those stocks that are being offered.

YOU MISSED A BUNCH OF KEY WORDS Simple Jack/click me >>LOL

Way Way off base.. Now lets all put on our thinking caps.. OK... This has nothing to do with them trying to keep people from Pjax from buying the stock.. Thats just plain Bullshit... First off!!! "The shares to be sold under the Offering have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States" Does anybody know what that means??? Well here ya go.... This is just a small part of what it means...

"Purpose of Registration
A primary means of accomplishing these goals is the disclosure of important financial information through the registration of securities. This information enables investors, not the government, to make informed judgments about whether to purchase a company's securities. While the SEC requires that the information provided be accurate, it does not guarantee it. Investors who purchase securities and suffer losses have important recovery rights if they can prove that there was incomplete or inaccurate disclosure of important information.

By not registering..This basically means they dont have to tell all to the investors, and it basically waves the investors recovery rights... And actually to provide all the information that would allow Vitran to register, would take almost a year to compile all that data etc.. This sale was done in a short period of time... And I'm sure theirs other reasons why they didnt register, that has nothing to do Keeping the shares away from the US and PJAX people...lol...

Next Part...

"and there will be terms and conditions to the resale of those stocks. No Brainer!!!!
Again.. Nothing to do with the US or PJAX people...lol...
Listen..... At the time of the sale... Our stock was almost $12 a share... They sold these shares at a reduced rate at $8.50 a share... Starting to make sense now??? OK... Here ya go.. Without terms and conditions to the resale.. That would mean an investor could buy the shares at $8.50 per share, and short sell them the next day for like say $9.50 a share.. And it still would be a bargin because on the stock exchange we where over $11 a share... And they could short sell.. and so on, and so on.. Thats like making free money... The terms and conditions where aimed at making sure the investors have to hold on to the stock for a certain period of time... Allowing the market to adjust.. And that also explains why our stock has been dropping since the sale... It will eventually even out, and the stock will start to climb again... As long as we all keep doing a good job.. :)

So does this make sense now???

On a final note... Worst thing that could happen is Vitran Canada taking over... What do they really know about trucking??? From what I can tell is they know how to buy up other trucking companies to make them money... The US is the backbone of Vitran canada.. And the people they have in place know how to make money here in the US... But hey.. We are now all one big company anyway.. And the Pjax.. And the Vitran bickering really needs to stop..
 
yeah Snowman you make a lot of sense, one would love to buy stocks that the recovery rights have been waived, I sure wouldn't want to sue Vitran for any wrong doing if them stocks somehow flop because Vitran knew they wasn't worth the paper they put it on, you right that is free money. Problem is no investor would be dumb enough to buy stocks without knowing the financial information about the company. Investors want to make a profit not give it away as free money.
Next Part , You say it was aimed to make investors keep their stock for a certain period of time, Wrong - it doesn't matter who the investor sells to the next day or the next year as long as it is not brought or resold in the U.S.. ASk yourself why is the U.S. not allowed to purchase these stocks? Maybe they believe people (Pjax) in the U.S. are not good investors, If Pjax, me, you or whoever else wanted to buy them stocks right now the statement says we can't, But if you were Canadian you can, I guess they are either better investors or someone like I said before doesn't want someone on the U.S. soil to purchase that stock. Vitran purposely made them stocks unattractive buy waiving the recovery rights, then if they were still attractive to you (Pjax) you still can't buy them- SORRY off limits. Too make it even better for the Canandians they not only made it where as they can only buy the stocks, they put them on SALE to buy for themselves at a cheap price. Then you say Worst thing can happen is Vitran Canada taking over, you forget wasn't it Vitran Canada who brought Pjax in the first place. I personally think who ever sold PJAX was dumb, Pjax sold a company that had nothing wrong with it (except for sexual harassment suit), then took their money and gave it back to the company that brought it and then some time after the stocks dropped , Why would you invest into a company that you were trying to get rid off?
 
yeah Snowman you make a lot of sense, one would love to buy stocks that the recovery rights have been waived, I sure wouldn't want to sue Vitran for any wrong doing if them stocks somehow flop because Vitran knew they wasn't worth the paper they put it on, you right that is free money. Problem is no investor would be dumb enough to buy stocks without knowing the financial information about the company. Investors want to make a profit not give it away as free money.
Next Part , You say it was aimed to make investors keep their stock for a certain period of time, Wrong - it doesn't matter who the investor sells to the next day or the next year as long as it is not brought or resold in the U.S.. ASk yourself why is the U.S. not allowed to purchase these stocks? Maybe they believe people (Pjax) in the U.S. are not good investors, If Pjax, me, you or whoever else wanted to buy them stocks right now the statement says we can't, But if you were Canadian you can, I guess they are either better investors or someone like I said before doesn't want someone on the U.S. soil to purchase that stock. Vitran purposely made them stocks unattractive buy waiving the recovery rights, then if they were still attractive to you (Pjax) you still can't buy them- SORRY off limits. Too make it even better for the Canandians they not only made it where as they can only buy the stocks, they put them on SALE to buy for themselves at a cheap price. Then you say Worst thing can happen is Vitran Canada taking over, you forget wasn't it Vitran Canada who brought Pjax in the first place. I personally think who ever sold PJAX was dumb, Pjax sold a company that had nothing wrong with it (except for sexual harassment suit), then took their money and gave it back to the company that brought it and then some time after the stocks dropped , Why would you invest into a company that you were trying to get rid off?

OK.. Again.. Had nothing to do with PJax people buying the stock... It would take way to long to break down as to why... The shares to be sold under the Offering have not been registered under the U.S. Securities Act of 1933 and can not be sold in the US" I just offered one reason..

Second.. YES.. The terms and conditions to the resale of those stocks are aimed at making sure investors hold on to the stock for a certain period of time... Without those terms and conditions... It would be against the law, and almost equal to insider trading.. Because the stock was sold at a reduced rate.. Far less than the current value... It would be just like me owning a company.. Calling up a friend and telling him to buy a million shares so he can turn around the next day and sell them for a dollar more.. to make a quick million... It's AGAINST THE LAW!!!!! And the stock was offered to there already in place investors we have.. Not people like us..

Finally.. Why do people insist in thinking that the Pjax people are so interested in buying up vitran stock??? The family that sold the company got more money(not going to say how much, but I know..Public info.. look it up)... It would almost be equal to winning the powerball lotto... And as part of the sale.. in addition to the money.. THEY WHERE GIVEN a nice stake in the company in the form of stock options... They have no interest in buying up stock..lol.. They have enough money that there great, great, great, great, great,great, grandchildren will never have to work a day....

I'm actually done with this... Think what you want.. And in a year when the same people are running the company.. And not much has changed.. I will address it again....
 
I personally think who ever sold PJAX was dumb, Pjax sold a company that had nothing wrong with it (except for sexual harassment suit), then took their money and gave it back to the company that brought it and then some time after the stocks dropped , Why would you invest into a company that you were trying to get rid off?

It's quite simple, Simple. Actually I think there were 2 lawsuits involving women. The other I believe was discrimination against women. Correct me if I'm wrong. So what obviously happened was the owners of pjax FINALLY realized its a womens world out there and they got the hell out before lawsuit number 3 set in. What else could've it have been? They obviously didn't play well with women. :popcorn: (tosses popcorn at Simple)
 
It's quite simple, Simple. Actually I think there were 2 lawsuits involving women. The other I believe was discrimination against women. Correct me if I'm wrong. So what obviously happened was the owners of pjax FINALLY realized its a womens world out there and they got the hell out before lawsuit number 3 set in. What else could've it have been? They obviously didn't play well with women. :popcorn: (tosses popcorn at Simple)

It's called 39 Million big ones.
 
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