Form 8-K QUALITY DISTRIBUTION For: May 06

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May 7, 2015 8:34 AM EDT

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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)

May 7, 2015 (May 6, 2015)

QUALITY DISTRIBUTION, INC.

(Exact name of registrant as specified in its charter)

Florida

000-24180

59-3239073

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4041 Park Oaks Boulevard, Suite 200

Tampa, Florida 33610

(Address of principal executive offices including Zip Code)

(813) 630-5826

(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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	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))

Item 8.01

Other Events.

On May 6, 2015, Quality Distribution, Inc., a Florida corporation (the “Company”), distributed the communications attached hereto as Exhibits 99.1 to 99.4, which are incorporated herein by reference.

Forward-Looking Statements

This Form 8-K contains, and other written or oral statements made by or on behalf of the Company may include, forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents that are filed with the Securities and Exchange Commission (SEC) or in connection with oral statements made to the press, potential investors or others. Specifically, forward-looking statements may include, but are not limited to, statements relating to our future economic performance, business prospects, revenue, income, and financial condition; and statements preceded by, followed by, or that include the words “expects,” “believes,” “intends,” “will,” “anticipates,” and similar terms that relate to future events, performance, or our results. Examples of forward-looking statements in this press release include, but are not limited to, statements about the price, terms and closing date of the proposed transaction and statements regarding shareholder and regulatory approvals. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results, expectations, or outcomes to differ materially from our historical experience as well as management’s present expectations or projections. These risks and uncertainties include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the inability to complete the proposed merger due to the failure to obtain Company Requisite Vote or the failure to satisfy other conditions of the proposed merger within the proposed timeframe or at all; (iii) the failure to obtain the necessary financing arrangements as set forth in the debt and equity commitment letters delivered pursuant to the merger agreement, or the failure of the proposed merger to close for any other reason; (iv) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; (v) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the merger agreement; (vi) the risk that the pendency of the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed merger; (vii) the effect of the announcement of the proposed merger on the Company’s relationships with its customers, operating results and business generally; and (viii) the amount of the costs, fees, expenses and charges related to the proposed merger. Consider these factors carefully in evaluating the forward-looking statements. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the SEC on March 13, 2015. The forward-looking statements represent the Company’s views as of the date on which such statements were made and the Company undertakes no obligation to publicly update such forward-looking statements.

Participants in the Solicitation

The Company and its directors, executive officers and certain other members of management and employees of the Company may be deemed to be “participants” in the solicitation of proxies from the shareholders of the Company in connection with the proposed merger. Information regarding the interests of the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with the proposed merger, which may be different than those of the Company’s shareholders generally, will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. Shareholders can find information about the Company and its directors and executive officers and their ownership of the Company’s common stock in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2014 and in its definitive proxy statement relating to its 2015 annual meeting of stockholders filed with the SEC on April 24, 2015. Additional information regarding the interests of such individuals in the proposed merger will be included in the proxy statement relating to the merger when it is filed with the SEC. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and the Company’s website at https://www.qualitydistribution.com/.

Important Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Apax Partners and its affiliates. In connection with the proposed transaction, the Company will file with the SEC and furnish to its stockholders a proxy statement and other relevant documents. QUALITY STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy statement (when it becomes available) and other relevant documents filed by the Company with the SEC at the SEC’s Web site at http://www.sec.gov. The proxy statement and such other documents filed by the Company with the SEC may also be obtained for free from the Investor Relations section of the Company’s web site (https://www.qualitydistribution.com/) or by directing a request to: Quality Distribution, Inc., 4041 Park Oaks Blvd., Suite 200, Tampa, FL 33610, Attention: Investor Relations.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description of Exhibits

99.1		Talking points for independent affiliates call, dated May 6, 2015

99.2		Talking points for employees town hall and pre-recorded call, dated May 6, 2015

99.3		Master Q&A, dated May 6, 2015

99.4		Key messages, dated May 6, 2015

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.


	QUALITY DISTRIBUTION, INC.
	(Registrant)

Dated: May 7, 2015	By:	/s/ Gary R. Enzor
	Name:	Gary R. Enzor
	Title:	Chief Executive Officer

EXHIBIT INDEX


Exhibit Number		Description of Exhibits

99.1		Talking points for independent affiliates call, dated May 6, 2015

99.2		Talking points for employees town hall and pre-recorded call, dated May 6, 2015

99.3		Master Q&A, dated May 6, 2015

99.4		Key messages, dated May 6, 2015

Exhibit 99.1

May 6, 2015

FINAL

Talking Points – Affiliates Call

Note: These talking points should be modified for use with QC or QCER affiliates, as well as whether they’re delivered during a group call or, subsequent to the group call, in individual conversations with affiliates.

•

Good morning, everyone, and thank you for taking the time to jump on a call with me today.

•

As you saw from the email we sent you earlier, we have agreed to be acquired by funds advised by Apax Partners, a global private equity firm with the financial expertise and resources that will help us and you continue to grow.

•

I want to let you know right up front that we’re excited about this transaction, and that we think it’s good news for you as well.

•

Apax is fully supportive of our asset light, affiliate-based model. Apax supports our current strategy and you’re a central part of that strategy. We will continue supporting you, so that you can service your customers and meet your growth objectives.

•

Our focus will not waiver – we will maintain our successful business model and commitment to safety, and we will continue to provide top-notch service to you and our collective customers.

•

With Apax’s support, we plan to make even more investments into the business and expand through selective acquisitions.

•

As such, we believe our sale to Apax will provide additional opportunities for expansion through added terminals and drivers. We are in a very fragmented industry and that will present the prospect for disciplined acquisitions.

•

The long-term outlook is positive – we operate in an industry that is expected to grow at rates greater than the general economy primarily due to the resurgence of the petrochemical industry resulting from the chemical renaissance taking place in North America.

•

We believe our enhanced position will help allow you to improve your market position.

•

I want to talk to you a bit about why we think Apax is going to be such a strong partner.

•

Apax recognized that Quality Distribution is a great company with outstanding independent affiliates – we never would have pursued this transaction if Apax did not understand the importance of our affiliates.

•

Mitch and Ashish from Apax also have been 100% supportive throughout this process and they and their team are committed to helping us succeed.

•

They understand Quality Distribution and our industry very well and approached us with a compelling offer due to our successful business as a leading bulk carrier, our record of safety, compelling strategy, recent growth and strong relationships with independent affiliates and customers.

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May 6, 2015

FINAL

Talking Points – Affiliates Call

•

Mitch and Ashish also are very personable – I have met with them a number of times and am confident they can make a positive difference for all of us. I look forward to introducing you to the Apax team once the transaction has been completed.

•

This deal has not closed yet. We’re very happy with our agreement with Apax, but we’re still going to engage in a 40-day “go-shop”. That essentially is a market check to see if there are other parties that might be willing to acquire the company for a higher price than what we announced – this process ensures that we get the best possible deal we can for our shareholders.

•

We expect to complete the transaction with Apax in the third quarter of this year. The deal is subject to customary closing conditions, including shareholder approval and antitrust clearance by the government.

•

In the meantime, we all should remain focused on executing at a very high level on safety, service and financial performance.

•

I will keep you updated on the process to the best of my abilities.

•

In closing, I want to thank you again. We truly value your relationship with us and we are looking forward to continued success as we move forward together.

•

Thanks for taking the time to listen. Are there any questions I can answer for you?

# # #

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Exhibit 99.2

May 6, 2015

FINAL

Talking Points – Employee Town Hall / Pre-Recorded Call for Employee Drivers

•

Hi everyone. Thanks for taking the time to gather today – I know you all have very busy schedules. [note – this line would not apply to the pre-recorded call for employee drivers]

•

As you likely saw, this afternoon we announced that we have agreed to be acquired by funds advised by Apax Partners, a global private equity firm with the financial expertise and resources we need to help us continue to grow.

•

Bottom line – this is very good news for Quality Distribution and for all of you. The leadership team and I are excited about Quality Distribution’s future prospects.

•

As a private company with Apax’s support, we will have the financial flexibility we need to pursue our current strategy of growing our Chemical and Intermodal businesses while managing the current market conditions in our energy business.

•

We plan to achieve this growth through internal investments and other initiatives and highly disciplined acquisitions in our current markets. And, rest assured, we’ll be highly selective with our acquisitions to make sure any transactions we take on are good strategic and cultural fits for our business.

•

And as we expand, this should mean more opportunities for everyone here.

•

We also believe the transaction will benefit our independent affiliates and customers.

•

Our independent affiliates will continue to have a partner in us that is committed to supporting them and helping them grow. We also believe our affiliates will gain more opportunities for expansion as we leverage our market leading position through internal growth and acquisitions.

•

We believe our customers will benefit from the fact that we’ll be a provider with increased scale and cost-effective capabilities.

•

We’ll be communicating these points to our independent affiliates and customers when we speak with them over the next few days.

•

Mitch and Ashish from Apax have been 100% supportive throughout this process and they and their team are very committed to helping us succeed.

•

Mitch and Ashish are also good people, and I’m excited for you to get the chance to meet them in the near future.

•

Apax understands our sector and has admired Quality Distribution for quite some time. Apax is particularly impressed with our business model, safety record, strategy, strong affiliate and customer relationships and recent growth.

•

Although we have entered into a merger agreement, this transaction hasn’t closed yet. While the proposed transaction with Apax is compelling on multiple levels, we’re going to engage in a 40-day go-shop process, which is essentially a market check to make sure there are no other

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May 6, 2015

FINAL

Talking Points – Employee Town Hall / Pre-Recorded Call for Employee Drivers

parties that may be interested in acquiring our Company at a higher price than what we announced. This standard process will ensure that we get the best possible deal we can for our shareholders.

•

Our current expectation is that we will complete the sale to Apax in the third quarter of this year. The transaction is subject to customary closing conditions, including shareholder approval and antitrust clearance by the government.

•

Please remember that we are still a publicly traded company, so there are some limits on what I can disclose, but we wanted to communicate the high points to you all directly today.

•

In the meantime, please stay focused on your work so that we can maintain our leading safety and service record.

•

We will keep you updated on the process to the best extent we can.

•

At this point, I want to take some time to answer any questions you may have. [note – this line would not apply to the pre-recorded call for employee drivers]

# # #

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Exhibit 99.3

May 6, 2015

FINAL

Master Q&A

Note: The Q&A is intended to guide verbal communications Quality Distribution has with its constituents about the agreed transaction. It is not to be delivered in writing.

General / Financial

What was announced today?

Quality Distribution has entered into a definitive agreement to be acquired by funds advised by Apax Partners (“Apax”), a global private equity firm, for approximately $800 million, including the assumption of debt, or $16.00 per share in cash. The transaction price represents a premium of approximately 63% over Quality Distribution’s closing share price on May 6, 2015.

What are the terms of this transaction? Is Apax paying a premium? If so, what premium does the expected purchase price represent?

What is the enterprise value of the transaction?

The enterprise value of the transaction is approximately $800 million.

Why are you pursuing a sale of the company? What is the strategic rationale for this transaction?

First, this transaction provides an attractive premium to our shareholders and, given the all-cash consideration, the structure provides a significant degree of certainty. The sale also will enable Quality Distribution to have the increased financial flexibility we need to continue to grow, which we believe will benefit our employees, independent affiliates, customers and other constituents.

Why are you selling to a private equity firm?

Apax understands our business and industry well. They support our strategy of pursuing growth in our Chemical and Intermodal businesses and managing the current market conditions in the energy industry. The Apax team is highly qualified to support Quality Distribution and provide the financial flexibility we need for continued organic growth as well as targeted acquisitions. We think they’re the right partner for Quality.

Why not a strategic sale?

We think Apax is the right partner for Quality Distribution. We believe this transaction provides our shareholders with an attractive premium that delivers immediate compelling value for their shares. This sale to Apax also will enable Quality Distribution to have the increased financial flexibility we need to continue to grow, which should benefit our employees, independent affiliates, customers and other constituents.

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May 6, 2015

FINAL

Master Q&A

Quality Distribution, with the assistance of its advisors, will conduct a 40-day “go-shop” process following the date of execution of the definitive agreement, during which it will actively solicit, evaluate and potentially enter into negotiations with any parties – including strategic parties – to determine whether any party is willing and able to offer a superior acquisition proposal.

What happens if this transaction doesn’t close? Would you consider selling off the energy business?

We are not going to speculate on any hypothetical scenarios. We are excited about today’s announcement and are focused on completing the transaction.

Did this transaction come about because Quality Distribution management was worried it would not be able to meet its projections for future growth?

No. Quality Distribution is performing well and maintains a market leading position, as evidenced in the results for the first quarter of 2015 that we have just announced.

The company operates in an industry that is expected to grow at rates greater than the general economy primarily due to the resurgence of the petrochemical industry resulting from the chemical renaissance taking place in North America.

We believe the sale to Apax provides our shareholders with an attractive premium and Quality Distribution with the increased financial flexibility we need to continue to grow. Apax is supportive of Quality’s asset light model and will seek growth through internal investment and initiatives as well as disciplined acquisitions. The current industry environment across each of our three business segments is fragmented and offers compelling acquisition opportunities that we are presently constrained from pursuing.

Why Apax?

We believe Apax is the right partner for Quality Distribution. Apax is committed to help drive Quality’s continued growth.

Apax understands our company and industry well, and approached us with a compelling acquisition offer. Apax was attracted to us because of our business model, record of safety, compelling strategy, strong affiliate and customer relationships, recent growth and strong free cash flow generation.

Apax’s Services team will apply its financial resources and expertise to help the Quality Distribution management team pursue internal and external growth plans.

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May 6, 2015

FINAL

Master Q&A

10.

What relevant experience does Apax have?

Apax Partners is one of the world’s leading private equity investment groups. It operates globally and has more than 30 years of investing experience. Apax Partners has advised funds that total over $40 billion around the world in aggregate. Funds advised by Apax invest in companies across four global sectors of Consumer, Healthcare, Services and Tech & Telco. These funds provide long-term equity financing to build and strengthen world-class companies.

Past and current investments by funds advised by the Apax Services team, which invest in a diverse range of businesses from financial services to industrial and support services, include: Azelis Group, a pan-European specialty chemical distributor; GardaWorld, the global provider of business solutions and security services; Rhiag, the leading distributor of automotive spare parts in the independent Italian and Eastern European aftermarkets; Hub International Limited, a leading global insurance brokerage; SULO Group, one of Germany’s largest waste management companies; and IFCO Systems, one of the world’s leading business service providers of reusable packaging containers and pallet management services.

11.

What alternatives did you consider?

Apax approached us with a compelling acquisition offer. As part of the agreement, Quality Distribution, with the assistance of its advisors, will conduct a 40-day “go-shop” process following the date of execution of the definitive agreement, during which it will actively solicit, evaluate and potentially enter into negotiations with any parties willing and able to offer a superior acquisition proposal.

12.

Was Apax your first choice?

We took the time to get to know Apax well and to make sure there was alignment with our current strategic focus on how best to grow Quality Distribution. We believe our sale to Apax maximizes value for our shareholders and provides Quality Distribution with the increased financial flexibility we need to continue to grow.

13.

What will Apax be able to do that Quality Distribution is not currently doing on its own?

Quality Distribution’s current industry environment across each of our three business segments is fragmented and offers compelling acquisition opportunities that we are presently constrained from pursuing. This transaction is about growth, and as a private company, Quality Distribution will have the increased financial flexibility we need to continue to grow, which we believe will benefit our employees, independent affiliates, customers and other constituents.

Apax’s Services team will apply its financial resources and expertise to help the Quality Distribution management team pursue internal and external growth plans.

14.

What does this mean for Quality Distribution’s strategy? Business model?

Apax supports Quality Distribution’s current strategy of pursuing growth in its Chemical and Intermodal businesses and managing the current market conditions in the energy industry.

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May 6, 2015

FINAL

Master Q&A

Apax supports Quality Distribution’s asset light model and will seek growth through internal investment and initiatives as well as disciplined acquisitions.

15.

When do you expect the transaction to close? What are the major closing conditions?

The transaction is subject to customary closing conditions, including approval by a majority of the total outstanding shares of Quality Distribution common stock and regulatory approvals. We expect it to be completed in the third quarter of 2015.

16.

Does this transaction require shareholder approval?

Yes. The agreement was unanimously approved by Quality Distribution’s Board of Directors. The acquisition is subject to approval by the holders of a majority of the total outstanding shares of Quality Distribution common stock.

17.

Will Apax retain Quality Distribution’s employees?

We fully intend to keep operating the company as we have in the past. This transaction is about growth, and, as a private company, Quality Distribution will have the increased financial flexibility it needs to continue to grow, which we believe will benefit our employees, independent affiliates, customers and other constituents. As we expand, we believe this will mean more opportunities for our employees.

18.

What role will the Quality Distribution leadership have following the acquisition?

The Quality Distribution management team is excited about the transaction and about Quality’s future prospects. As we move towards completion, Quality’s management team and Apax will discuss the details of the management team’s ongoing involvement.

19.

Are you offering existing shareholders an opportunity to participate in the transaction?

This is an all-cash transaction. As such, it delivers immediate value to Quality Distribution shareholders and provides them with an attractive premium for their shares.

20.

Why is this in the best interests of your shareholders?

We believe this transaction delivers significant value to our shareholders and provides them with an attractive premium that delivers immediate compelling value for their shares.

21.

Are you concerned about a possible interloper breaking up the transaction?

We are excited about today’s announcement and are not going to speculate on any hypothetical situations.

| 4

May 6, 2015

FINAL

Master Q&A

22.

What would Quality Distribution’s Board deem a superior proposal?

Quality Distribution’s Board, with the assistance of Quality Distribution’s advisors, would fully evaluate the merits of any proposal it receives during the 40-day “go-shop” process and, based on a variety of factors, determine whether an alternative transaction is superior.

23.

What are the terms of the go-shop?

24.

Is there a breakup fee?

Yes. Details will be made available in Quality Distribution’s public filings.

25.

Why is the transaction structured this way (all-cash)?

We believe this transaction provides our shareholders with an attractive premium that delivers immediate compelling value for their shares. It is also very common for all cash transactions to be used when public companies agree to sell to private equity investors.

26.

What track record does Apax have of making investments of this size / successfully integrating these investments?

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May 6, 2015

FINAL

Master Q&A

27.

Does this transaction impact your ability to pursue additional growth opportunities?

Quite the opposite. This transaction is about growth, and as a private company, Quality Distribution will have the increased financial flexibility we need to continue to grow, which should benefit our employees, independent affiliates, customers and other constituents. Quality Distribution’s industry across each of our three business segments is fragmented and offers compelling acquisition opportunities that we are presently constrained from pursuing.

28.

Will executives receive any special compensation package as a result of the sale?

Details about our executives’ compensation packages can be found in our public filings with the SEC.

29.

Can you provide any insight regarding recent performance?

Our first quarter 2015 financial results are being issued in a separate press release.

30.

Why did you cancel your previously scheduled first quarter 2015 financial results conference call?

We did that in light of our pending transaction with Apax.

Employees

31.

As a Quality Distribution employee, how does this announcement affect my job?

This transaction is about growth and, as we expand, this should mean more opportunities for you.

32.

How does this transaction benefit Quality Distribution employees?

As a private company, Quality Distribution will have the increased financial flexibility we need to continue to grow. This should mean more opportunities for our employees.

33.

Are there any issues specific to unionized employees that this transaction raises?

This transaction will be beneficial to our employees, regardless of their union status.

34.

Will Apax close the Quality Distribution headquarters?

No. The Quality Distribution headquarters will remain in Tampa, Florida, and the headquarters of each of our three businesses will also stay the same.

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May 6, 2015

FINAL

Master Q&A

35.

Will Apax close any Quality Distribution facilities as a result of the acquisition?

No. This transaction is about growth and we fully intend to keep operating the company as we have in the past. We see a number of growth opportunities before us and we think the company will be well positioned to achieve them once it is privately held with Apax’s financial and operational support.

36.

Will this deal affect our day-to-day operations / responsibilities as Quality Distribution employees?

It is business as usual. This transaction is about growth and we fully intend to keep operating the company as we have in the past. We see a number of growth opportunities before us and we think the company will be well positioned to achieve them once operating as a privately held company with Apax’s financial and operational support.

37.

How will our current customers be affected?

It is business as usual. Our customers should benefit from the fact that we’ll be a provider with increased scale and cost-effective capabilities.

38.

How will our current affiliates be affected?

It is business as usual. Apax and Quality Distribution are committed to our affiliate model. Our affiliates will continue to have a partner in us that is committed to supporting them and helping them grow. They also should gain more opportunities for expansion as we expand our market leadership position through internal growth and acquisitions.

39.

What should I tell my affiliates / customers?

We’ll be communicating these points to our affiliates and customers when we speak with them over the next few days. If you do receive any questions, please refer them to [Randy, Scott or Chris].

40.

Whom will I report to as a result of this acquisition?

Our reporting structures will not change. We fully intend to keep operating the company as we have in the past. The Quality Distribution headquarters will remain in Tampa, Florida.

41.

As a Quality Distribution employee, will my compensation or benefits change?

There are no planned changes to our compensation or benefit plans. We fully intend to keep operating the company as we have in the past.

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May 6, 2015

FINAL

Master Q&A

42.

Will there be any job reductions as a result of this transaction?

There are no planned layoffs. This transaction is about growth and we fully intend to keep operating the company as we have in the past. As we expand, this should mean more opportunities for everyone here.

Affiliates

43.

Our relationships were strained when Apollo owned Quality Distribution. Why will this experience be any different?

Mitch and Ashish from Apax have been 100% supportive throughout this process and they and their team are very committed to helping us succeed through continued investment and expansion. They support our current strategy, of which our asset light model is central. I’m excited for you to get the chance to meet them in the near future.

44.

What will this mean for your affiliates?

Apax and Quality Distribution are committed to our asset light model. Our affiliates will continue to have a partner who remains committed to supporting them and helping them grow. Affiliates will have additional opportunities for expansion (through terminals and drivers) and can increase their market leverage through our leadership position.

45.

Are you going to move away from your affiliate model?

No. Apax and Quality Distribution are committed to Quality Distribution’s asset light model and will seek growth through internal investment and initiatives as well as disciplined acquisitions.

46.

What is the benefit to affiliates?

Our affiliates will continue to have a partner who remains committed to supporting them and helping them grow. Affiliates will have additional opportunities for expansion (through terminals and drivers) and can increase their market leverage through our leadership position.

Customers

47.

How will this transaction affect customers’ relationships?

It is business as usual. Customers should benefit from the fact that we will be a provider of increased scale and cost-effective capabilities.

48.

What is the benefit to customers?

Customers should benefit from the fact that we will be a provider of increased scale and cost-effective capabilities.

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May 6, 2015

FINAL

Master Q&A

49.

Will Quality Distribution customers see any disruption in service because of the acquisition?

No.

50.

Whom do I contact with questions about the transaction?

You should reach out to your regular Quality Distribution contact.

51.

Will my normal contact still be employed? If not, who should I contact?

Yes. If you have any questions, you should reach out to your regular Quality Distribution contact.

52.

Will the terms of my contract with Quality Distribution change?

It will be business as usual. We do not plan to make any changes to our current customer contracts as a result of this transaction.

Vendors

53.

What will this mean for vendors?

It will be business as usual. The sale will enable Quality Distribution to have the increased financial flexibility we need to continue to grow, which should benefit our vendors.

54.

How will this transaction affect vendors’ relationships?

It will be business as usual. The sale will enable Quality Distribution to have the increased financial flexibility we need to continue to grow, which should benefit our vendors.

55.

Whom do I contact with questions about the transaction?

You should reach out to your regular Quality Distribution contact.

56.

Will my normal contact still be employed? If not, who should I contact?

Yes. If you have any questions, you should reach out to your regular Quality Distribution contact.

57.

Will the terms of my contract with Quality Distribution change?

It will be business as usual. We do not plan to make any changes to our current vendor contracts as a result of this transaction.

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May 6, 2015

FINAL

Master Q&A

Government Officials / Regulators / Local Community Leaders

58.

Have you spoken with local elected officials? What have been their reactions?

We have and they are supportive.

59.

Do you anticipate any community opposition to the acquisition?

No.

60.

Will the private company continue to support Quality Distribution’s local communities?

Yes. We fully intend to continue our support for the local communities in which we operate.

61.

What specifically will Apax do to support the local community?

Apax is fully behind our efforts to support the local communities in which we operate.

62.

Do you anticipate any regulatory opposition to this sale?

No. We expect to complete the sale in the third quarter this year, pending customary closing conditions, including clearance pursuant to the Hart-Scott-Rodino Act and approval of a majority of the total outstanding shares of Quality Distribution common stock.

# # #

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Exhibit 99.4

May 6, 2015

FINAL

Key Messages

Quality Distribution believes this transaction provides its shareholders with an attractive premium that delivers immediate compelling value for their shares.

•

The purchase price of $16.00 per share represents a premium of approximately XX% to Quality Distribution’s closing share price on May 6, 2015.

•

The transaction is expected to be completed in the third quarter of 2015, pending customary closing conditions, including expiration of the Hart-Scott-Rodino waiting period and approval of the holders of a majority of the total outstanding shares of Quality Distribution common stock.

•

As part of the agreement, Quality Distribution, with the assistance of Quality’s advisors, will conduct a 40-day “go-shop” process following the date of execution of the definitive agreement, during which it will actively solicit, evaluate and potentially enter into negotiations with any parties – including strategic parties – to determine whether any party is willing and able to offer a superior acquisition proposal.

The sale will enable Quality Distribution to have the increased financial flexibility it needs to continue to grow, which should benefit its employees, independent affiliates, customers and other constituents.

•

Apax supports Quality Distribution’s strategy of pursuing growth in its Chemical and Intermodal businesses and managing the current market conditions in the energy industry.

•

We operate in an industry that is expected to grow at rates greater than the general economy primarily due to the resurgence of the petrochemical industry resulting from the chemical renaissance taking place in North America.

•

Apax is supportive of Quality Distribution’s asset light model and will seek growth through internal investment and initiatives as well as disciplined acquisitions.

•

Our industry across each of our three business segments is fragmented and offers compelling acquisition opportunities that we are presently constrained from pursuing.

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The enhanced Quality Distribution, with a strong presence throughout North America, should offer employees more opportunities, independent affiliates access to a partner who remains committed to supporting and helping them grow and customers a provider of increased scale and cost-effective capabilities.

•

We believe affiliates will have additional opportunities for expansion (through terminals and drivers) and can increase their market leverage through our leading position.

Apax is committed to help drive Quality Distribution’s continued growth.

•

Apax understands our company and industry well, and approached us with a compelling acquisition offer.

•

Apax’s Services team will apply its financial resources and expertise to help the Quality Distribution management team pursue internal and external growth plans.

•

Apax was attracted to us because of our business model, our record of safety, compelling strategy, strong affiliate and customer relationships and recent growth.

•

Our focus as a company should be to continue executing at a very high level in terms of safety, service and financial performance.

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Form 8-K QUALITY DISTRIBUTION For: May 06

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