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) March 13, 2020

RADIANT LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

405 114^th Avenue, S.E., Third Floor

Bellevue, Washington 98004

(Address of principal executive offices) (Zip Code)

(425) 943-4599

(Registrant’s telephone number, including area code)

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 1.01Entry into a Material Definitive Agreement.

Revolving Credit Facility

Radiant Logistics, Inc. (the “Company,” “we” or “us”) entered into a USD$150.0 million syndicated, revolving credit facility (the “Credit Facility”) pursuant to a Credit Agreement dated as of March 13, 2020 (the “Credit Agreement”). The Credit Facility was entered into with BofA Securities, Inc. as sole book runner and sole lead arranger, Bank of Montreal Chicago Branch acted as lender and syndication agent, MUFG Union Bank, N.A as lender and documentation and Bank of America, N. A., Keybank National Association and Washington Federal Bank, National Association as lenders such named lenders are collectively referred to herein as “Lenders”). This replaces our USD$75.0 million facility dated June 14, 2017.

The Credit Facility has a term of five years and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and the guarantors named below on a parity basis with the security interest held by Fiera Private Debt Fund IV LP and Fiera Private Debt Fund V LP described below.  Borrowings under the Credit Facility accrue interest (at the Company’s option), at the Lenders’ base rate plus 1.00% or LIBOR plus 2.00%, and can be subsequently adjusted based on the Company’s consolidated leverage ratio under the facility at the Lenders’ base rate plus 1.00% to 1.75% or LIBOR plus 2.00% to 2.75%.

The guarantors of the Credit Facility are Radiant Global Logistics, Inc., Adcom Express, Inc., Clipper Exxpress Company, DBA Distribution Services, Inc., Radiant Trade Services, Inc., Radiant Transportation Services, Inc., Radiant Off-Shore Holdings LLC, Service by Air, Inc., International Freight Systems (of Oregon), Inc., Green Acquisition Company, Inc., Highways & Skyways, Inc., Radiant Global Logistics (CA), Inc., On Time Express, Inc., Radiant Customs Services, Inc., 2062698 Ontario Inc., and Radiant Global Logistics (Canada) Inc..

The Credit Facility includes a $50.0 million accordion feature to support future acquisition opportunities. For general borrowings under the Credit Facility, the Company is subject to the maximum consolidated leverage ratio of 3.25 and minimum consolidated fixed charge coverage ratio of 1.25. Additional minimum availability requirements and financial covenants apply in the event the Company seeks to use advances under the Credit Facility to pursue acquisitions or repurchase its common stock.

The foregoing description of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed herewith as Exhibit 10.1, and is incorporated by reference herein.

Amendment and Restatement of Existing Fiera Private Debt Fund IV LP Term Loan and Existing Fiera Private Debt Fund V LP Term Loan

The Company currently has two term loan facilities outstanding; one with Fiera Private Debt Fund IV LP (formerly, Integrated Private Debt Fund IV LP), as lender, for $29,000,000 and the other with Fiera Private Debt Fund V LP (formerly, Integrated Private Debt Fund V LP), as lender, for $10,000,000.  Concurrently with entering into new Credit Facility, the Company amended and restated each such term loan to make the financial and other covenants in such term loans consistent with those contained in the new Credit Facility. In addition, the security interest securing such term loans were changed to be on a parity basis with those securing the new Credit Facility.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the $29,000,000 Credit Facilities Amended and Restated Loan Agreement, date as of March 13, 2020, by and among Radiant Global Logistics (Canada) Inc., the affiliates of Radiant Global Logistics (Canada) Inc. a party thereto and Fiera Private Debt Fund IV LP and the $10,000,000 Credit Facilities Amended and Restated Loan Agreement, date as of March 13, 2020, by and among Radiant Global Logistics (Canada) Inc., the affiliates of Radiant Global Logistics (Canada) Inc. a party thereto and Fiera Private Debt Fund V LP, which are filed herewith as Exhibits 10.2 and 10.3, respectively, and are incorporated by reference herein.

Intercreditor Agreement

The Lenders under the Credit Facility, on the one hand, and Fiera Private Debt Fund IV LP and Fiera Private Debt Fund V LP (collectively, “Fiera”), on the other hand, have entered into the First Lien Pari Passu Intercreditor Agreement, dated as of March 13, 2020 and acknowledged by the Company and its subsidiaries who are parties to such facilities (the “Intercreditor Agreement”).  Pursuant to the Intercreditor Agreement, the Lenders and Fiera acknowledge that they both have first priority liens on substantially all of the assets of the Company and its subsidiaries who are parties to such facilities (“Shared Collateral”). The Intecreditor Agreement sets forth certain agreements between the Lenders and Fiera in dealing with such Shared Collateral, including notices of claims and defaults, enforcement actions upon any default and the disposition of any funds generated from any such enforcement actions or otherwise from the liquidation of any Shared Collateral upon any default.

The foregoing description of the Intercreditor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed herewith as Exhibit 10.4, and is incorporated by reference herein.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01Other Events.

On March 16, 2020, we issued a press release announcing the Credit Facility. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits

(d)Exhibits.

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.