8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 31, 2021

_____________________________________________________________________________

Schneider National, Inc.

(Exact Name of Registrant as Specified in Charter) 

_____________________________________________________________________________

Wisconsin	001-38054		39-1258315
(State of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
3101 South Packerland Drive	Green Bay	WI	54313
(Address of Principal Executive Offices)			(Zip Code)

(920) 592-2000
(Registrant's Telephone Number, including Area Code)

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: 

☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication 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	Name of each exchange on which reported
Class B common stock, no par value	SNDR	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

In connection with the acquisition described below, Schneider National, Inc. (“Schneider”) hereby furnishes the press release announcing the transaction 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.

ITEM 8.01    Other Events

On January 4, 2022, Schneider announced that it had acquired all of the outstanding equity of Midwest Logistics Systems, Ltd. (“MLS”), a dedicated trucking company based in Celina, OH, and certain affiliated entities holding assets comprising substantially all of MLS’s business for $262.6 million in cash, subject to certain customary purchase price adjustments.

ITEM 9.01    Financial Statements and Exhibits

(d)    Exhibits.

Exhibit No.    Description of Exhibit

99.1        Press Release dated January 4, 2022

99.2        Acquisition Overview dated January 4, 2022

104        The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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: January 4, 2022 SCHNEIDER NATIONAL, INC.

By:	/s/ Thomas G. Jackson
Name:	Thomas G. Jackson
Title:	Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Media Relations Contact Kara Leiterman, Schneider M 920-370-7188 leitermank@schneider.com For additional or story assistance, please contact Kara Leiterman, Media Relations Manager M 920-370-7188 leitermank@schneider.com Investor Relations Contact Steve Bindas, Schneider 920-592-SNDR (7637) investor@schneider.com schneider.com/news Schneider to expand with acquisition of dedicated carrier GREEN BAY, Wisconsin (January 04, 2022) – Schneider (NYSE: SNDR), a premier provider of transportation, intermodal and logistics services, announced today the company is growing its dedicated operations with the acquisition of Ohio-based truckload carrier, Midwest Logistics Systems (MLS). MLS is a leading dedicated carrier with over 1,000 professional drivers, operating 900 tractors across 30 central U.S. locations. Schneider has acquired 100% of the equity interest in MLS. The carrier will run as an independent subsidiary of Schneider. MLS professional drivers and associates will continue to operate under the MLS name. “Preserving the MLS identity is essential. The carrier’s family-owned nature combined with its strong culture and customer service make it a valuable contributor for growing Schneider’s dedicated operations,” said Schneider President and CEO Mark Rourke. “With this acquisition, we believe Schneider is on track to generate $1 Billion in annual revenue in our dedicated operations with over 5,000 trucks.” MLS annual revenues are approximately $205 million*, and the acquisition is expected to be immediately accretive to Schneider’s earnings per share. MLS financial results will be reported in dedicated operations as part of the Truckload segment beginning in the first quarter of 2022. “Schneider is a well-established company and a great cultural fit," said MLS Vice President Dave DeMoss. “We are excited to be a key component to Schneider’s dedicated growth strategy.” The enterprise value of the transaction was approximately $263 million. Schneider financed the transaction through cash on hand. Scopelitis, Garvin, Light, Hanson & Feary served as

Media Relations Contact Kara Leiterman, Schneider M 920-370-7188 leitermank@schneider.com For additional or story assistance, please contact Kara Leiterman, Media Relations Manager M 920-370-7188 leitermank@schneider.com Investor Relations Contact Steve Bindas, Schneider 920-592-SNDR (7637) investor@schneider.com schneider.com/news Schneider’s transaction and legal advisor and Frost Brown Todd served as Midwest Logistics Systems, Ltd.’s transaction and legal advisor. To learn more about the transaction, go to investors.schneider.com. To learn more about Schneider, go to schneider.com. *Unaudited revenues for the 12-month period ended September 30, 2021. About Schneider Schneider is a premier provider of transportation and logistics services. Offering one of the broadest portfolios in the industry, Schneider’s solutions include Regional and Long-Haul Truckload, Expedited, Dedicated, Bulk, Intermodal, Brokerage, Warehousing, Supply Chain Management, Port Logistics and Logistics Consulting. With nearly $4.6 billion in annual revenue, Schneider has been safely delivering superior customer experiences and investing in innovation for over 85 years. The company’s digital marketplace, Schneider FreightPower®, is revolutionizing the industry giving shippers access to an expanded, highly flexible capacity network and provides carriers with unmatched access to quality drop-and-hook freight – Always Delivering, Always Ahead. For more information about Schneider, visit Schneider.com or follow the company socially on Facebook, LinkedIn and Twitter: @WeAreSchneider. About MLS Midwest Logistics Systems (MLS) is a premier dedicated carrier with over 1,000 professional drivers and 170 support personnel across 30 facilities in the central United States. MLS operates dedicated assets within a defined network, facilitating high utilization, low costs, unrivaled driver retention, and best-in-class asset performance. Source: Schneider SNDR

Media Relations Contact Kara Leiterman, Schneider M 920-370-7188 leitermank@schneider.com For additional or story assistance, please contact Kara Leiterman, Media Relations Manager M 920-370-7188 leitermank@schneider.com Investor Relations Contact Steve Bindas, Schneider 920-592-SNDR (7637) investor@schneider.com schneider.com/news Special Note Regarding Forward-Looking Statements This information contained in this press release 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 expectations, beliefs, plans, or forecasts with respect to, among other things, future events and financial performance and trends in the business and industry. Forward-looking statements are often characterized by words or phrases such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential,” “forecast,” and other words, terms, and phrases of similar meaning and include statements regarding: (1) how MLS will be integrated into Schneider’s group structure and how MLS’s financial results will be reported in Schneider’s consolidated financial statements, (2) whether MLS drivers and associates will continue to work under the MLS name, (3) expectations regarding Schneider’s annual dedicated revenue, and (4) the expectation that the acquisition of MLS will be immediately accretive to Schneider’s earnings per share. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks, and uncertainties. Readers are cautioned that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Forward-looking statements may be affected by risks and uncertainties in the business of Schneider and MLS and market conditions, including, among others, (1) the risk that the operations of Schneider and MLS will not be integrated successfully, (2) the risk that the combined business will not achieve the anticipated revenue and synergies or other expected benefits, and (3) those discussed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K filed on February 19, 2021, as such may be amended or supplemented in Part II, Item 1A, “Risk Factors,” of subsequently filed Quarterly Reports on Form 10-Q, as well as those discussed in the consolidated financial statements, related notes, and other information appearing elsewhere in the aforementioned reports and other filings with the SEC. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this press release to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. -END-

EX-99.2

Schneider (SNDR) Acquisition of Midwest Logistics Systems, Ltd. (MLS) MLS Operations Premier dedicated carrier, utilizing high velocity relay system, enabling drivers to be home daily. Founded 1998, headquartered in Celina, Ohio. LTM revenues excluding fuel surcharge of approximately $170 million. 1,000 driver operation with 900 tractors and 3,600 trailing units. Unrivaled driver retention. 30 locations across the central U.S. Dedicated Revenue Dedicated Trucks $699 3,944$771 4,240 $170 3Q21 3Q213Q20 3Q20 900 Schneider MLS Schneider MLS LTM revenue excluding fuel surcharge, in millions. Dedicated average trucks.

Strategic Alignment / Anticipated Benefits Financing and Closing Expands dedicated mix within Truckload—on track to generate $1B in dedicated annual revenue with over 5,000 trucks. Synergy opportunities that further enhance the driver and customer experience. Complementary culture and values—emphasis on drivers and customer experience, commitment to safety, desire to grow and succeed in dedicated operations. 100% of the equity interest in Midwest Logistics Systems, Ltd. (MLS). $263 million funded with cash on hand. Transaction closed December 31, 2021. Expected to be immediately accretive to earnings per share. MLS will remain a standalone subsidiary of Schneider— professional drivers and associates will continue to work under the MLS name. Beginning in the first quarter of 2022, MLS financial results will be reported in dedicated operations as part of the Truckload segment. Special Note Regarding Forward-Looking Statements The information contained in this acquisition overview 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 expectations, beliefs, plans, or forecasts with respect to, among other things, future events and financial performance and trends in the business and industry. Forward-looking statements are often characterized by words or phrases such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” and other words, terms, and phrases of similar meaning and include (1) the statements under the heading “Strategic Alignment” above and (2) the statements in the last four bullets under the heading “Financing and Closing” above. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks, and uncertainties. Readers are cautioned that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Forward-looking statements may be affected by risks and uncertainties in the business of Schneider and MLS and market conditions, including, among others, (1) the risk that the operations of Schneider and MLS will not be integrated successfully, (2) the risk that the combined business will not achieve the anticipated revenue and synergies or other expected benefits and (3) those discussed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K filed on February 19, 2021, as such may be amended or supplemented in Part II, Item 1A, “Risk Factors,” of subsequently filed Quarterly Reports on Form 10-Q, as well as those discussed in the consolidated financial statements, related notes, and other information appearing elsewhere in the aforementioned reports and other filings with the SEC. We do not intend, and undertake no obligation, to update any of its forward-looking statements after the date of this acquisition overview to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

XML

Cover Page	Dec. 31, 2021
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	Schneider National, Inc.
Entity Incorporation, State or Country Code	WI
Entity File Number	001-38054
Entity Tax Identification Number	39-1258315
Entity Address, Address Line One	3101 South Packerland Drive
Entity Address, City or Town	Green Bay
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	54313
City Area Code	920
Local Phone Number	592-2000
Title of 12(b) Security	Class B common stock, no par value
Trading Symbol	SNDR
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001692063
Amendment Flag	false
Document Period End Date	Dec. 31, 2021