GREENWICH, Conn. - July 20,
2017 - XPO Logistics, Inc. ("XPO" or the "Company") (NYSE: XPO)
today announced the pricing of 11,000,000 shares of its common
stock in a registered underwritten offering at $60.50 per
share. Of the 11,000,000 shares in the offering, 5,000,000
will be sold directly by XPO to the underwriters at closing, and
6,000,000 will be subject to the forward sale agreements described
below. XPO granted the underwriters a 30-day option to
purchase up to 1,650,000 additional shares to be sold directly by
XPO to the underwriters.
Morgan Stanley & Co. LLC and J.P. Morgan
Securities LLC are the joint book-running managers for the
offering. Wachtell, Lipton, Rosen & Katz is legal counsel
to XPO, and Davis, Polk & Wardwell LLP is legal counsel to the
underwriters and forward counterparties for this offering.
XPO has entered into forward sale agreements with
Morgan Stanley & Co. LLC and an affiliate of J.P. Morgan
Securities LLC (the "forward counterparties") with respect to
6,000,000 of the 11,000,000 shares of its common stock included in
the offering. In connection with the forward sale agreements,
the forward counterparties or their affiliates are expected to
borrow and sell to the underwriters the shares subject to the
forward sale agreements. Subject to its right to elect cash
or net share settlement (which right is subject to certain
conditions), XPO intends to deliver to the forward counterparties,
upon physical settlement of such forward sale agreements on one or
more dates specified by the Company occurring no later than
approximately 12 months following the completion of the offering,
the 6,000,000 shares that are subject to the forward sale
agreements in exchange for cash proceeds per share equal to the
applicable forward sale price, which will be the public offering
price, less underwriting discounts and commissions, and will be
subject to certain adjustments as provided in the forward sale
agreements.
XPO will receive proceeds from its direct sale of
shares of its common stock in this public offering, but it will not
initially receive any proceeds from the sale of shares of its
common stock by the forward counterparties. XPO expects to
use the net proceeds from the sale of the shares of its common
stock in this offering and any net proceeds it receives upon the
future settlement of the forward sale agreements for general
corporate purposes, which may include strategic acquisitions and
the repayment or refinancing of outstanding indebtedness.
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 prospectus and the related prospectus supplement, copies of
which may be obtained from Morgan Stanley & Co. LLC, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY
10014 or J.P. Morgan Securities LLC, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717.
About XPO Logistics
XPO Logistics, Inc. (NYSE: XPO) is a top ten
global logistics provider of cutting-edge supply chain solutions to
the most successful companies in the world. The company
operates as a highly integrated network of people, technology and
physical assets in 34 countries, with over 89,000 employees and
1,431 locations. XPO uses its network to help more than
50,000 customers manage their goods more efficiently throughout
their supply chains. The company has two reporting segments:
transportation and logistics, and within these segments, its
business is well diversified by geographies, verticals and types of
service. XPO's corporate headquarters is in Greenwich, Conn.,
USA, and its European headquarters is in Lyon, France.
Forward-looking
Statements
This communication contains
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical facts, included herein are, or
may be deemed to be, forward-looking statements. In some
cases, forward-looking statements can be identified by 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 of these terms or other comparable
terms. However, the absence of these words does not mean that
the statements are not forward-looking. These statements are
based on certain assumptions and analyses made by us in light of
our experience and our perception of historical trends, current
conditions and expected future developments, as well as other
factors we believe are appropriate in the circumstances.
These forward-looking statements
are subject to known and unknown risks, uncertainties and
assumptions that may cause actual results, levels of activity,
performance or achievements to be materially different 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 those discussed in our filings with the SEC and the
following: economic conditions generally; competition and
pricing pressures; our ability to align our investments in capital
assets, including equipment, service centers and warehouses, to our
customers' demands; our ability to successfully integrate and
realize anticipated synergies, cost savings and profit improvement
opportunities with respect to acquired companies; our ability to
develop and implement suitable information technology systems; our
substantial indebtedness, our ability to raise debt and equity
capital; our ability to maintain positive relationships with our
network of third-party transportation providers; our ability to
attract and retain qualified drivers; litigation, including
litigation related to alleged misclassification of independent
contractors; labor matters, including our ability to manage our
subcontractors, and risks associated with labor disputes at our
customers and efforts by labor organizations to organize our
employees; risks associated with our self-insured claims; risks
associated with defined benefit plans for our current and former
employees; fluctuations in currency exchange rates; fluctuations in
fixed and floating interest rates; our ability to execute our
growth strategy through acquisitions; fuel price and fuel surcharge
changes; issues related to our intellectual property rights;
governmental regulation, including trade compliance laws; and
governmental or other political actions, including potential
changes to tax policies and regulation in United States (or the
failure of expected changes to occur) and the United Kingdom's
likely exit from the European Union. All forward-looking
statements set forth in this communication are qualified by these
cautionary statements and there can be no assurance that the actual
results or developments anticipated will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on us or our businesses or
operations. Forward-looking statements set forth in this
document speak only as of the date hereof, and we do not undertake
any obligation to update forward-looking statements to reflect
subsequent events or circumstances, changes in expectations or the
occurrence of unanticipated events, except to the extent required
by law.
Investor Contact:
XPO Logistics, Inc.
Tavio Headley, +1-203-930-1602
tavio.headley@xpo.com
Media Contact:
XPO Logistics, Inc.
Erin Kurtz, +1-203-489-1586
erin.kurtz@xpo.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: XPO Logistics, Inc. via Globenewswire
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