8-K
XPO, Inc. (XPO)
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 (Dateof earliest event reported):
October 19, 2022
XPO LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32172 | 03-0450326 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| Five American Lane,<br><br> <br>Greenwich, CT | 06831 | |
| --- | --- | |
| (Address of principalexecutive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (855
) 976-6951
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 $0.001 per share | XPO | New York Stock Exchange |
| Indicate<br>by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405<br>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 19, 2022, XPO Logistics, Inc. (the “company”) announced the commencement of a cash tender offer (the “Tender Offer”) for any and all of its outstanding 6.250% Senior Notes due 2025 (the “Notes”). In connection with the Tender Offer, the company is also soliciting consents from holders of the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default under the Indenture with respect to the Notes and release the guarantees of the guarantors with respect to the Notes (the “Consent Solicitation”). A copy of the press release announcing the Tender Offer and the Consent Solicitation is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
This Current Report on Form 8-K does not constitute an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer. The Tender Offer and the Consent Solicitation are only being made pursuant to an Offer to Purchase and Consent Solicitation Statement. The Tender Offer and the Consent Solicitation are not being made to holders of Notes in any state or jurisdiction in which the making or acceptance thereof would be unlawful under the securities laws of any such jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated October 19, 2022 |
| 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.
| XPO LOGISTICS INC. | |
|---|---|
| Date: October 19, 2022 | /s/ Ravi Tulsyan |
| Ravi Tulsyan<br><br>Chief Financial Officer |
Exhibit 99.1
XPO Announces Cash TenderOffer and Consent Solicitation
GREENWICH, Conn. — October 19, 2022 — XPO Logistics, Inc. (NYSE: XPO) today announced that it has commenced a tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding 6.250% Senior Notes due 2025 (the “Notes”).
In connection with the Tender Offer, the company is also soliciting consents (the “Consents”) from registered holders (each, a “Holder” and, collectively, the “Holders”) of the Notes (the “Consent Solicitation”) to proposed amendments to the indenture governing the Notes (the “Indenture”), providing for, among other things, the elimination of substantially all of the restrictive covenants, certain events of default and the guarantees of the Notes (the “Proposed Amendments”). The terms and conditions of the Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated October 19, 2022. The following table summarizes the material pricing terms of the Tender Offer.
| Title of Notes | CUSIP Number | Aggregate<br> <br>Principal Amount Outstanding | Early Tender Payment ^(1)(2)^ | Tender Offer Consideration ^(1)(3)^ | Total Consideration^(1)^ | ||||
|---|---|---|---|---|---|---|---|---|---|
| 6.250% Senior Notes due 2025 | CUSIP No. 983793AH3 (144A) <br>CUSIP No. U9840VAH6; (Reg S) | $ | 520,000,000 | $ | 50.00 | $ | 962.50 | $ | 1,012.50 |
| (1) | Per $1,000.00 principal amount of Notes tendered and accepted for purchase | ||||||||
| --- | --- | ||||||||
| (2) | Included in the Total Consideration for Notes tendered and accepted for purchase on or prior to the Early Tender Deadline | ||||||||
| (3) | Excludes accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable, that will be paid on the Notes accepted for purchase |
The Tender Offer and the Consent Solicitation will expire immediately after 5:00 p.m., New York City time, on November 17, 2022, unless extended or earlier terminated by the company (the “Expiration Time”). Subject to the terms and conditions of the Tender Offer, Holders of Notes who validly tender their Notes and validly deliver their Consents on or prior to 5:00 p.m., New York City time, on November 1, 2022 (such date and time, as it may be extended, the “Early Tender Deadline”) and do not validly withdraw their Notes or revoke their Consents at any time on or prior to 5:00 p.m., New York City time, on November 1, 2022 (such date and time, as it may be extended, the “Withdrawal Deadline”) will be eligible to receive the Total Consideration set forth in the table above, which includes the Early Tender Payment set forth in the table above. Holders of Notes tendering their Notes after the Early Tender Deadline, but on or prior to the Expiration Time, will only be eligible to receive the Tender Offer Consideration set forth in the table above, which is the Total Consideration less the Early Tender Payment.
In addition, Holders of all Notes validly tendered and accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest on such Notes from the last date on which interest has been paid to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable. The Early Settlement Date is currently expected to be November 2, 2022, unless extended or earlier terminated by the company with respect to the Tender Offer in its sole discretion (the “Early Settlement Date”). The Final Settlement Date will be on November 18, 2022, unless extended or earlier terminated by the company with respect to the Tender Offer in its sole discretion (the “Final Settlement Date”). Holders may not tender their Notes pursuant to the Tender Offer without delivering their Consents in the Consent Solicitation.
The consummation of the Tender Offer and the Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement, including the pro rata distribution of all of RXO, Inc.’s issued and outstanding shares of common stock to the company’s stockholders on terms and conditions satisfactory to the company in its sole discretion. The Tender Offer is not conditioned on any minimum amount of Notes being tendered or the receipt of Requisite Consents (as defined below).
In order for the Proposed Amendments to be adopted with respect to the Notes, Consents must be received in respect of at least a majority in principal amount (the “Requisite Consents”) of the Notes then outstanding (excluding any Notes owned by the company, any guarantor of the Notes or their affiliates). Assuming receipt of the Requisite Consents, the company expects to execute and deliver to the Trustee (as defined below) a supplemental indenture (the “Supplemental Indenture”) to the Indenture giving effect to the Proposed Amendments, promptly following receipt of the Requisite Consents. The Supplemental Indenture will become effective when executed by the company, the guarantors and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”). However, the Proposed Amendments will become operative only upon the company’s acceptance for purchase, pursuant to the Tender Offer, of at least a majority in principal amount of the outstanding Notes (excluding any Notes owned by the company, any guarantor of the Notes or their affiliates) and payment therefor. Holders of Notes may not consent selectively with respect to certain of the Proposed Amendments, or tender Notes without consenting to the Proposed Amendments with respect to such Notes.
Any Notes validly tendered may be withdrawn and related Consents may be revoked on or prior to the Withdrawal Deadline. Any Notes validly tendered and related Consents validly delivered on or prior to the Withdrawal Deadline that are not validly withdrawn or revoked on or prior to the Withdrawal Deadline may not be withdrawn or revoked thereafter, except as required by law. In addition, any Notes validly tendered and related Consents validly delivered after the Withdrawal Deadline may not be withdrawn or revoked, except as required by law.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
Citigroup Global Markets, Inc. is the lead dealer manager (the “Lead Dealer Manager”) in the Tender Offer and the lead solicitation agent for the Consent Solicitation. Morgan Stanley & Co. LLC is the co-dealer manager in the Tender Offer and the co-solicitation agent for the Consent Solicitation (the “Co-Dealer Manager”, and each of the Lead Dealer Manager and the Co-Dealer Manager, a “Dealer Manager”). Global Bondholder Services Corporation has been retained to serve as the tender and information agent (the “Tender and Information Agent”) for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation should be directed to the Lead Dealer Manager at (800) 558-3745 (toll-free), Liability Management Group Desk: (212) 723-6106 or at ny.liabilitymanagement@citi.com. Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials should be directed to the Tender and Information Agent at (855) 654-2015 (toll-free), (212) 430-3774 (collect) or at contact@gbsc-usa.com.
None of the company, its board of directors, any Dealer Manager, the Tender and Information Agent, the Trustee under the Indenture, the Depository Trust Company or any of their respective affiliates, makes any recommendation as to whether any Holder should tender or deliver, or refrain from tendering or delivering, any or all of such Holder’s Notes or the Consents, and none of the company or any of its affiliates has authorized any person to make any such recommendation. The Tender Offer and the Consent Solicitation are made only by the Offer to Purchase and Consent Solicitation Statement. The Tender Offer and the Consent Solicitation are not being made to Holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Tender Offer and the Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Consent Solicitation will be deemed to be made on behalf of the company by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Wachtell, Lipton, Rosen & Katz is legal counsel to XPO in connection with the Tender Offer and the Consent Solicitation.
About XPO Logistics
XPO Logistics, Inc. (NYSE: XPO) is a leading provider of freight transportation services, primarily less-than-truckload (LTL) and truck brokerage. XPO uses its proprietary technology to move goods efficiently through supply chains. The company’s global network serves 50,000 shippers with approximately 749 locations and 43,000 employees, and is headquartered in Greenwich, Conn., USA.
About the spin-off
XPO intends to spin off its tech-enabled brokered transportation platform in North America as an independent publicly traded company under the ticker symbol RXO on November 1, 2022. RXO will be the fourth largest broker of full truckload freight transportation in the United States, with a proprietary digital freight marketplace, access to vast truckload capacity and complementary brokered services for managed transportation, last mile and freight forwarding.
Forward-Looking Statements
This release includes forward-looking statements within the meaningof Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements relating tothe planned spin-off and the expected timing of the spin-off and the anticipated benefits of the spin-off. All statements other than statementsof historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identifiedby the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative ofthese terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking.These forward-looking statements are based on certain assumptions and analyses made by the company in light of its experience and itsperception of historical trends, current conditions and expected future developments, as well as other factors the company believes areappropriate in the circumstances.
These forward-looking statements are subject to known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materiallydifferent from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.Factors that might cause or contribute to a material difference include our ability to effect the spin-off of our tech-enabled brokeredtransportation platform and meet the related conditions of the spin-off, the expected timing of the completion of the spin-off and theterms of the spin-off, our ability to achieve the expected benefits of the spin-off, our ability to retain and attract key personnelfor the separate businesses, the risks discussed in our filings with the SEC, and the following: economic conditions generally; the severity,magnitude, duration and aftereffects of the COVID-19 pandemic, including supply chain disruptions due to plant and port shutdowns andtransportation delays, the global shortage of certain components such as semiconductor chips, strains on production or extraction ofraw materials, cost inflation and labor and equipment shortages, which may lower levels of service, including the timeliness, productivityand quality of service, and government responses to these factors; our ability to align our investments in capital assets, includingequipment, service centers and warehouses, to our customers’ demands; our ability to implement our cost and revenue initiatives;our ability to benefit from the proposed spin-off; our ability to successfully integrate and realize anticipated synergies, cost savingsand profit improvement opportunities with respect to acquired companies; goodwill impairment, including in connection with the proposedspin-off; matters related to our intellectual property rights; fluctuations in currency exchange rates; fuel price and fuel surchargechanges; natural disasters, terrorist attacks, wars or similar incidents, including the conflict between Russia and Ukraine and increasedtensions between Taiwan and China; risks and uncertainties regarding the potential timing and expected benefits of the proposed spin-offof our tech-enabled brokered transportation platform, including the risk that the spin-off may not be completed on the terms or timelinecurrently contemplated, if at all; the impact of the proposed spin-off of our tech-enabled brokered transportation platform on the sizeand business diversity of our company; the ability of the proposed spin-off of our tech-enabled brokered transportation platform to qualifyfor tax-free treatment for U.S. federal income tax purposes; our ability to develop and implement suitable information technology systemsand prevent failures in or breaches of such systems; our indebtedness; our ability to raise debt and equity capital; fluctuations infixed and floating interest rates; our ability to maintain positive relationships with our network of third-party transportation providers;our ability to attract and retain qualified drivers; labor matters, including our ability to manage our subcontractors, and risks associatedwith labor disputes at our customers and efforts by labor organizations to organize our employees and independent contractors; litigation,including litigation related to alleged misclassification of independent contractors and securities class actions; risks associated withour self-insured claims; risks associated with defined benefit plans for our current and former employees; the impact of potential salesof common stock by our chairman; governmental regulation, including trade compliance laws, as well as changes in international tradepolicies, sanctions and tax regimes; governmental or political actions, including the United Kingdom’s exit from the European Union;and competition and pricing pressures.
All forward-looking statements set forth in this release are qualifiedby these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realizedor, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-lookingstatements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-lookingstatements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except tothe extent required by law.
Investor Contact
Tavio Headley
+1-203-413-4006
tavio.headley@xpo.com
Media Contacts
Joe Checkler
+1-203-423-2098
joseph.checkler@xpo.com
Karina Frayter
+1-203-484-8303
karina.frayter@xpo.com