Roadrunner Rights Offering FAQ
(1) When and how am I going to receive my rights?
If you hold your shares of the company’s common stock in “street name” through a brokerage account, bank, or other nominee, you will not receive a physical rights certificate. Instead, as described in the prospectus related to the rights offering, you must instruct your broker, bank, or nominee whether or not to exercise rights on your behalf. If you wish to obtain a separate rights certificate, you should promptly contact your broker, bank, or other nominee and request a separate rights certificate. It is not necessary to have a physical rights certificate to elect to exercise your rights if your shares are held by a broker, bank, or other nominee.
Registered holders should have received a physical rights certificate
(2) How do I trade my rights?
The rights are currently tradeable on the
If holders wish to trade physical rights certificates, the trades must
be completed by
(3) How do I exercise my rights?
If you hold your shares of the company’s common stock in the name of a broker, bank, or other nominee, then your broker, bank, or other nominee is the record holder of the shares you own. The record holder must exercise the rights on your behalf for the shares of common stock you wish to purchase.
Beneficial holders should have been notified of the rights offering by their broker, bank or other nominee and should have been provided with a form entitled “Beneficial Holder Election Form” and instructions on how to exercise their rights. In order to exercise their rights, beneficial holders should return the completed Beneficial Holder Election Form, including payment for their full subscription price, to the record holder in accordance with the instructions provided by the record holder.
Beneficial holders should instruct their broker, bank, or other nominee
to exercise their rights and deliver all documents and payment on their
behalf at or before
Beneficial holders should contact their broker, bank, or other nominee if they have not yet been provided with instructions on how to exercise their rights.
Registered holders may exercise their rights by delivering (1) a
properly completed rights certificate, (2) a properly completed and
executed notice of guaranteed delivery (if applicable) and (3) payment
for their full subscription price to AST at or before
Registered holders should deliver their completed rights certificate, notice of guaranteed delivery (if applicable), and subscription payments (if not paying the subscription price by wire transfer) to the rights agent by one of the methods described below:
|By Mail:||By Overnight Courier or By Hand:|
|American Stock Transfer & Trust Company, LLC||American Stock Transfer & Trust Company, LLC|
|Operations Center||Operations Center|
|Attn: Reorganization Department||Attn: Reorganization Department|
|P.O. Box 2042||6201 15th Avenue|
|New York, New York 10272-2042||Brooklyn, New York 11219|
Payment of the subscription price must be made in
(1) cashier’s or certified check drawn upon a
(2) wire transfer of immediately available funds, to the subscription
account maintained by the rights agent at
For wire transfer of funds, please ensure that the wire instructions include the identity of the registered holder paying the subscription price and the rights certificate number. Send the rights certificate via overnight courier to be delivered on the next business day following the day of the wire transfer to the rights agent, which payment must be received by the expiration date. The registered holder is responsible for any wire transfer fees.
If a holder does not exercise its subscription rights prior to the expiration of the subscription period, such rights will expire, will be void, and will have no value, and such holder will own the same number of shares of the company’s common stock as such holder did before the commencement of the rights offering.
If a registered holder wishes to exercise rights, but does not have
sufficient time to deliver the rights certificate evidencing the rights
to the rights agent before the expiration of the subscription period, a
registered holder may exercise their rights by following the guaranteed
delivery procedures set forth in the prospectus for the rights offering,
which may be obtained free of charge at the website maintained by the
Questions about the rights offering may be directed to the company’s
Important Additional Information
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. Copies of the prospectus may be obtained free
of charge at the website maintained by the
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. 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