8-K - RXO - Equibles

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 22, 2024

RXO, INC.

(Exact name of registrant as specified in its charter)

Delaware<br><br> (State or other jurisdiction of incorporation)	001-41514<br><br> (Commission File Number)	88-2183384<br><br> (IRS Employer Identification No.)
11215 North Community House Road, Charlotte, NC<br><br> <br>(Address of principal executive offices)	28277<br><br> <br>(Zip Code)
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(980) 308-6058

(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 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, par value $0.01 per share	RXO	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 8.01	Other Events.

On October 22, 2024, RXO, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement to the prospectus included in the Company’s registration statement on Form S-3ASR (File No. 333-282002) (the “Registration Statement”), covering the resale by certain selling stockholders named therein of an aggregate of 28,514,952 shares of the Company’s common stock, consisting of (i) 22,255,481 shares of common stock outstanding and (ii) 6,259,471 shares of common stock issuable upon the exercise of pre-funded warrants to purchase common stock.

A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the shares is filed herewith as Exhibit 5.1 and is incorporated herein by reference, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br> <br>No.	Description
5.1	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1	Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	RXO, INC.
Date: October 22, 2024	By:	/s/ Jeffrey D. Firestone
		Jeffrey D. Firestone
		Chief Legal Officer and Corporate Secretary

Exhibit 5.1

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

October 22, 2024

RXO, Inc.

    11215 North Community House Road

Charlotte, NC 28277

Registration Statement on Form S-3ASR

    \(Registration No. 333-282002\)

Ladies and Gentlemen:

We have acted as special counsel to RXO, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3ASR (File No. 333–282002) (the “Registration Statement”), which became effective on September 9, 2024. You have asked us to furnish our opinion as to the legality of (i) 28,514,952 shares (the “Common Shares”) of common stock of the Company, par value $0.01 per share (the “Common Stock”), consisting of (A) 22,255,481 shares (the “Issued Shares”) of Common Stock outstanding and (B) 6,259,471 shares (the “Warrant Shares”) of Common Stock issuable upon the exercise of pre-funded warrants to purchase Common Stock (the “Warrants”), all of which are registered under the Registration Statement and which are being offered and sold by certain stockholders of the Company.

In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

1.	the Registration Statement;
2.	the base prospectus dated September 9, 2024 (the “Base Prospectus”);
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3.	the prospectus supplement dated October 22, 2024 (the “Prospectus Supplement”); and
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4.	the form of Pre-Funded Warrant to Purchase Common Stock, included as Exhibit 4.5 to the Registration Statement.
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RXO, Inc.	2

In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as amended, and bylaws, as amended, of the Company certified by the Company as in effect on the date of this letter, (ii) copies of resolutions of the board of directors of the Company relating to the issuance of the Securities, certified by the Company and (iii) such other certificates, agreements and documents as we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon oral and written statements of officers and representatives of the Company as to factual matters and upon certificates of public officials and the officers of the Company.

In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all such latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.

Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:

1. The Issued Shares have been duly authorized by all necessary corporate action on the part of the Company and the Issued Shares are validly issued, fully paid and non-assessable.

2. The Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued, delivered and paid for in accordance with the provisions of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable.

The opinions expressed above are limited to the Delaware General Corporation Law. Our opinions are rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.

RXO, Inc.	3

We hereby consent to use of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof, and to the use of our name under the heading “Legal Matters” in the Base Prospectus included in the Registration Statement and in the Prospectus Supplement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required by the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP<br><br> <br><br><br> <br>PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP