Carlyle (CG) Unit to Acquire 2.33M Shares of YRC Worldwide (YRCW) at $15/Share

On December 22, 2013, Carlyle (Nasdaq: CG) Strategic Partners II, L.P. (“CSP II”) and CSP II Coinvestment, L.P. (“CSP II Coinvest”) entered into an exchange agreement with YRC Worldwide (Nasdaq; YRCW) the Issuer (the “Exchange Agreement”), pursuant to which CSP II and CSP II Coinvest agreed to exchange $20,190,552 in aggregate principal amount of the Issuer’s 10% Series B Convertible Senior Secured Notes due 2015 (the “Series B Notes”) for an aggregate of 1,386,044 shares of Common Stock. The Common Stock will be issued pursuant to an exemption from registration in Rule 506 of Regulation D promulgated under Section 4(a)(2) of the Securities Act. The closing of the transactions contemplated by the Exchange Agreement is subject to the conditions to closing set forth in the Exchange Agreement. Also on December 22, 2013, CSP II, CSP II Coinvest and CSP III entered into a registration rights agreement with the Issuer (the “Registration Rights Agreement”), pursuant to which the Issuer agreed to file, within three business days of the Closing Date (as defined below), a registration statement under the Securities Act of 1933, as amended, registering the resale by CSP II, CSP II Coinvest and CSP III of the shares received by them pursuant to the Exchange Agreement and the Stock Purchase Agreement (as defined below). The registration rights are subject to the restrictions in the Registration Rights Agreement. The Issuer will pay the expenses in connection with the registration, other than underwriting discounts and selling commissions of the holders. Also on December 22, 2013, CSP III entered into a stock purchase agreement with the Issuer (the “Stock Purchase Agreement”), pursuant to which CSP III has agreed to purchase 2,333,333 shares of Common Stock for total consideration of $35,000,000, or $15.00 per share of Common Stock. The closing of the transactions contemplated by the Stock Purchase Agreement is subject to the conditions to closing set forth in the Stock Purchase Agreement. The transactions contemplated by the Stock Purchase Agreement and the Exchange Agreement are expected to close on or about January 20, 2013

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