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XPO Logistics Announces Pricing of RXO’s $355 Million Notes Offering in Connection with RXO Spin-Off

GREENWICH, Conn. , Oct. 12, 2022 (GLOBE NEWSWIRE) — XPO Logistics, Inc. (“XPO” or the “company”) (NYSE: XPO) announced that RXO, Inc. (“RXO”), a wholly owned subsidiary of XPO, has priced an offering of $355 million of notes due 2027 (the “notes”). The notes will be issued by XPO’s wholly owned subsidiary, XPO Escrow Sub, LLC, which will, substantially concurrently with or prior to the consummation of the spin-off of RXO into a separate publicly traded company, merge with and into RXO, as a result of which the notes will become the direct obligations of RXO. The closing of the offering of the notes is expected to occur on or about October 25, 2022, subject to customary closing conditions.

The notes will bear interest at a rate of 7.500% per annum payable semiannually in cash in arrears on May 15 and November 15 of each year, beginning May 15, 2023, and will mature on November 15, 2027.

RXO intends to use the net proceeds from the sale of the notes to fund a cash distribution to XPO; to pay fees, costs and expenses incurred in connection with the spin-off, the notes offering and related transactions; and/or to provide working capital to RXO. The net proceeds from the notes offering will be held in escrow until certain conditions relating to the spin-off are satisfied.

Ravi Tulsyan, chief financial officer of XPO, said, “We’re pleased with the successful outcome of the $355 million of notes we priced. This debt offering was an essential step in completing the spin-off of RXO on November 1.”

The notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and only to non-U.S. persons outside the United States pursuant to Regulation S. The notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

Wachtell, Lipton, Rosen & Katz is legal counsel to XPO and RXO in connection with the notes offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Any offers of the notes will be made only by means of a private offering memorandum.

About the RXO Spin-Off

XPO intends to spin off its tech-enabled brokered transportation platform as RXO on November 1, 2022, creating two independent publicly traded companies. 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 of managed transportation, last mile and freight forwarding. 

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.

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