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): ~~October 27~~November 17, 2023

Yellow Corporation

(Exact name of registrant as specified in its charter)

Delaware

000-12255

48-0948788

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11500 Outlook Street

Overland Park, Kansas

66211

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (913) 696-6100

~~501~~Not ~~Commerce Street, Suite 1120~~Applicable

Nashville, Tennessee 37203

(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:

☐	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, $0.01 par value per share

YELLQ

OTC

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 1.01.

Entry into a Material Definitive Agreement.

~~Rolling~~Junior ~~Stock~~Debtor-In-Possession ~~Agency~~(“DIP”) Credit Agreement Amendment and Postpetition B-2 Credit Agreement Amendment

As previously disclosed, on August 6, 2023 (the “Petition Date”), Yellow Corporation (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “~~Debtors~~Company Parties”), filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re: Yellow Corporation, et al., Case No. 23-11069.

On ~~October~~November 2717, 2023, the ~~Bankruptcy~~Company ~~Court~~entered ~~issued~~into: a(i) Amendment ~~final~~No. 1 ~~order~~to ~~approving~~Junior ~~that~~Secured ~~certain~~Super-Priority ~~Motion~~Debtor-In-Possession ofCredit ~~Debtors’~~Agreement ~~for~~(this ~~Entry~~“Junior ofDIP anCredit Agreement ~~Order (I~~Amendment”) ~~Approving~~ ~~Agency~~by ~~Agreement~~and ~~With~~among ~~Nations~~the ~~Capital~~Company, ~~LLC~~as borrower, ~~Ritchie~~certain ~~Bros.~~subsidiaries ~~Auctioneers~~of ~~(America)~~the ~~Inc.~~Company, ~~IronPlanet,~~as ~~Inc.~~guarantors, ~~Ritchie~~the ~~Bros~~lenders ~~Auctioneers~~party ~~(Canada)~~thereto ~~Ltd.,~~from ~~and~~time ~~IronPlanet~~to ~~Canada~~time ~~Ltd.~~and ~~Effective~~Alter AsDomus OfProducts ~~October 16~~Corp., ~~2023;~~as ~~(II)~~administrative ~~Authorizing~~agent ~~the~~and ~~Sale~~collateral ofagent ~~Rolling~~(acting ~~Stock~~collectively ~~Assets~~in ~~Free~~such ~~and~~capacities, ~~Clear~~the of“Administrative ~~Liens~~Agent”), ~~Claims,~~under ~~Interests~~that ~~and~~certain ~~Encumbrances;~~Junior ~~and~~Secured ~~(III) Granting~~Super-Priority ~~Related~~Debtor-in-Possession ~~Relief~~Credit ~~[Docket~~Agreement, ~~No. 863]~~dated ~~(the~~as ~~“Rolling~~of ~~Stock~~September 6, ~~Agency~~2023 ~~Agreement~~by ~~Motion,”~~ and among the ~~final~~Borrower, ~~order~~the ~~approving~~Guarantors ~~the~~party ~~relief~~thereto ~~requested~~from ~~therein~~time ~~[Docket~~to ~~No. 981]~~time, the ~~“Rolling~~Lenders ~~Stock~~and ~~Agency~~the ~~Agreement~~Administrative ~~Order”),~~Agent; ~~which~~and ~~sought~~ (iii) ~~expedited~~Amendment ~~approval of that certain Agency Agreement attached as Exhibit~~No. 15 to ~~the~~Amended ~~Rolling~~and ~~Stock~~Restated ~~Agency~~Credit Agreement ~~Order (the “Rolling Stock Agency Agreement”)~~, dated as of ~~October 16~~November 17, 2023, by and among ~~Nations~~the ~~Capital~~Company, ~~LLC~~as borrower, ~~Ritchie~~certain ~~Bros.~~subsidiaries ~~Auctioneers~~of ~~(America)~~the ~~Inc.~~Company, ~~IronPlanet,~~as ~~Inc.~~guarantors, ~~Ritchie~~the ~~Bros~~lenders ~~Auctioneers~~party ~~(Canada)~~thereto ~~Ltd.,~~from ~~and~~time ~~IronPlanet~~to ~~Canada~~time ~~Ltd.~~and ~~(collectively,~~Alter ~~the~~Domus ~~“Agent”)~~Products ~~and~~Corp., ~~the~~as ~~Debtors~~administrative agent and ~~(ii) retention~~collateral ofagent, ~~the~~which ~~Agent~~amends asthat ~~the~~certain ~~Debtors’~~Amended ~~exclusive~~and ~~marketer,~~Restated ~~broker,~~Credit ~~and~~Agreement ~~auctioneer~~dated as of ~~the~~September 11, ~~Rolling~~2019 ~~Stock Assets~~ (as ~~defined~~amended inby ~~the~~Amendment ~~Rolling Stock Agency Agreement)~~No. ~~The~~1 ~~Debtors~~to Amended and ~~the~~Restated ~~Agent~~Credit ~~entered~~Agreement, ~~into~~dated ~~the~~as ~~Rolling~~of ~~Stock Agency Agreement on October~~April 167, ~~2023 (the “Effective Date”)~~2020, ~~subject~~Amendment No. 2 to ~~the~~Amended ~~Bankruptcy~~and ~~Court’s~~Restated ~~entry~~Credit ofAgreement, ~~the~~dated ~~Rolling~~as ~~Stock~~of ~~Agency~~July 7, ~~Agreement Order~~2020, ~~which~~Amendment ~~authorized~~No. 3 ~~the~~to ~~Debtors’~~Amended and ~~the~~Restated ~~Agent’s~~Credit ~~entry into the Rolling Stock Agency~~ Agreement, ~~effective~~dated as of ~~the~~July 7, ~~Effective~~2023, ~~Date~~Amendment No. ~~Pursuant~~4 to ~~the~~Amended ~~Rolling~~and ~~Stock~~Restated ~~Agency~~Credit Agreement, ~~the~~dated ~~Agent~~as ~~will~~of ~~act~~September 6, 2023, and as ~~the~~may ~~Debtors’~~be ~~exclusive~~further ~~marketer~~amended, ~~broker,~~amended and ~~auctioneer~~restated, ofrestated, ~~the~~supplemented ~~Debtors’~~or ~~Rolling~~otherwise ~~Stock~~modified ~~Assets~~from ~~located~~time ~~at,~~to intime, orthe in“Postpetition ~~the~~B-2 ~~vicinity~~Credit ofAgreement ~~the~~Amendment”). ~~properties~~Capitalized ~~owned~~terms orused ~~leased~~but bynot ~~the~~otherwise ~~Company~~defined ~~(the~~in ~~“Company~~this ~~Properties”)~~Current ~~and~~Report ~~which~~on ~~Rolling~~Form ~~Stock~~8-K ~~Assets~~have ~~are~~the ~~listed~~meanings given to them in the ~~exhibits~~Junior toDIP Credit Agreement Amendment or the ~~Rolling~~Postpetition ~~Stock~~B-2 ~~Agency~~Credit Agreement Amendment, as applicable.

The ~~Rolling~~Junior ~~Stock~~DIP ~~Agency~~Credit Agreement ~~provides~~Amendment ~~for~~amends anthe ~~18-month~~Junior ~~term,~~Secured ~~measured~~Super-Priority ~~from~~Debtor-in-Possession ~~the~~Credit ~~effective~~Agreement ~~date~~to ofincrease the ~~Rolling~~Delayed ~~Stock~~Draw ~~Agency Agreement (the “~~Term~~”),~~ ~~during~~Commitments ~~which~~from ~~period~~$70 ~~the~~million ~~Agent will provide various services~~ to ~~the~~$170 ~~Debtors~~million, ~~including,~~and ~~but not limited~~ to, ~~reasonably~~increase ~~refurbishing Rolling Stock Assets, marketing~~ the ~~Rolling~~number ~~Stock~~of ~~Assets~~permitted ~~for~~Borrowings ~~sale,~~of ~~conducting~~Delayed ~~auctions~~Draw ~~for~~Term ~~the~~Loans ~~Rolling~~from ~~Stock~~three ~~Assets and storing the Rolling Stock Assets at Agent Properties~~ (as3) ~~defined~~to inseven ~~the Rolling Stock Agency Agreement~~(7) Borrowings. ~~Additionally,~~The ~~pursuant~~increased toDelayed ~~the~~Draw ~~Rolling~~Term ~~Stock~~Commitments ~~Agency Agreement, the Agent~~ will ~~use~~be ~~its~~available ~~commercially best efforts~~ to ~~remove all Rolling Stock Assets from~~ the Company ~~Properties~~to ~~within~~be ~~six~~Borrowed ~~(6) months~~on ofand ~~the~~after ~~Bankruptcy~~December ~~Court’s entry of the Rolling Stock Agency Agreement Order~~1, ~~or October 27,~~ 2023, ~~including~~only toif ~~remove~~cash ~~the~~and ~~Rolling~~Cash ~~Stock~~Equivalents ~~Assets~~of ~~from~~ the ~~Priority~~Borrower ~~Company Properties (as defined in the Rolling Stock Agency Agreement~~ and ~~representing~~its ~~roughly~~Subsidiaries ~~fifty~~is ~~percent~~less ~~(50%)~~than ~~of all Company Properties) within three (3) months of October 27~~$25, ~~2023~~000,000 ~~and to transport such Rolling Stock Assets to Agent Properties. The Agent will conduct~~ in~~-person~~ ~~sales of~~ the ~~Rolling~~aggregate ~~Stock~~immediately ~~Assets from either Company Properties (if~~ prior to ~~the~~such ~~applicable aforementioned removal dates) or Agent Properties~~Borrowing. AsEach ~~compensation~~Borrowing ~~for~~of ~~its~~Delayed ~~services,~~Draw ~~the~~Term ~~Agent~~Loans ~~will~~shall be ~~entitled~~no tomore ~~withhold~~than a$25 ~~certain percentage of gross proceeds from sales of Rolling Stock Assets (such percentages set forth in the Rolling Stock Agency Agreement)~~million. The ~~Agent~~Postpetition ~~will~~B-2 ~~also~~Credit beAgreement ~~entitled~~Amendment topermits ~~certain~~the ~~expense~~increased ~~reimbursements~~Delayed asDraw ~~set~~Term ~~forth~~Commitments inunder the ~~Rolling~~Junior ~~Stock~~Secured ~~Agency~~Super-Priority ~~Agreement. The Rolling Stock Agency Agreement was negotiated~~ Debtor-in ~~good faith and at arms~~-~~length~~Possession ~~between~~Credit ~~the Debtors and the Agent over the course of multiple weeks~~Agreement.

The ~~Rolling~~foregoing ~~Stock~~description ~~Agency~~of the Junior DIP Credit Agreement ~~Motion,~~Amendment and the ~~Rolling~~Postpetition ~~Stock~~B-2 ~~Agency~~Credit Agreement ~~Order~~Amendment do not purport to be complete and each description is subject to, and qualified in its entirety by, the ~~Rolling~~full ~~Stock~~text ~~Agency~~of ~~Agreement~~the ~~(attached~~Junior asDIP ~~Exhibit~~Credit 1Agreement toAmendment and the ~~Rolling~~Postpetition ~~Stock~~B-2 ~~Agency~~Credit Agreement ~~Order)~~Amendment, ~~are~~as ~~available~~applicable, ~~free-~~copies of~~-charge~~ which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on ~~the~~Form 8-K ~~Debtors’~~and ~~case~~are ~~website~~incorporated atherein ~~https://dm~~by reference.~~epiq11.com/case/yellowcorporation.~~

The foregoing description of the Rolling Stock Agency Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Rolling Stock Agency Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 1.03.

Bankruptcy or Receivership.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the ~~Rolling~~Junior ~~Stock~~DIP ~~Agency~~Credit Agreement isAmendment and the Postpetition B-2 Credit Agreement Amendment are incorporated herein by reference.

Item 2.03.

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

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Junior DIP Credit Agreement Amendment and the Postpetition B-2 Credit Agreement Amendment are incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Information

This Current Report on Form 8-K and the exhibits hereto contain certain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements are subject to a number of factors and uncertainties that could cause the Company’s actual results to differ materially from those expressed in or contemplated by the forward-looking statements. Such factors include, but are not limited to: risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s liquidation, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; objections to the Company’s restructuring process or other pleadings filed that could protract the Chapter 11 Cases; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the Company’s ability to comply with the restrictions imposed by the terms and conditions of its financing arrangements; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the impact and timing of any cost-savings measures and related local law requirements in various jurisdictions; finalization of the Company’s annual and quarterly financial statements (including finalization of the Company’s impairment tests), completion of standard annual and quarterly-close processes; risks relating to the delisting of the Common Stock from Nasdaq and future quotation of the Common Stock; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures, and the potential for additional material weaknesses in the Company’s internal controls over financial reporting or other potential weaknesses of which the Company is not currently aware or which have not been detected; the impact of litigation and regulatory proceedings; the impact and timing of any cost-savings measures; and other factors discussed in the Company’s Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the SEC. These risks and uncertainties may cause the Company’s actual results, performance, liquidity or achievements to differ materially from any future results, performance, liquidity or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov. The Company cautions you that the list of important factors included in the Company’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. The Company undertakes no obligation to publicly update or revise any forward-looking statement, including the Projections, as a result of new information, future events or otherwise, except as otherwise required by law.

Item 9.01.

Financial Statements and Exhibits

Exhibit No.
ExhibitNo.
10.1*		Rolling Stock Agency Agreement, dated as of October 16, 2023, by and among Yellow Corporation, its affiliated debtors and debtors-in-possession, Nations Capital, LLC, Ritchie Bros. Auctioneers (America) Inc., IronPlanet, Inc., Ritchie Bros Auctioneers (Canada) Ltd., and IronPlanet Canada Ltd.
10.1		Amendment No. 1 to Junior Secured Super-Priority Debtor-In-Possession Credit Agreement, dated as of November 17, 2023, by and among Yellow Corporation, the other guarantors and lenders party thereto, and Alter Domus Products Corp.
10.2		Amendment No. 5, dated as of November 17, 2023, to the Amended and Restated Credit Agreement, dated as of September 11, 2019, as amended, among Yellow Corporation, the other guarantors and lenders party thereto, and Alter Domus Products Corp.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

* Exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted exhibits upon request by the SEC.

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.


YELLOW CORPORATION

By:		/s/ Leah K. Dawson
		Leah K. Dawson
		Executive Vice President, General Counsel and Secretary

Date: November 124, 2023

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