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 |
|
|
AggregatePrincipal 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)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-offXPO 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 meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including
statements relating to the planned spin-off and the expected timing
of the spin-off and the anticipated benefits of the spin-off. All
statements other than statements of historical fact 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 forward-looking
statements are based on certain assumptions and analyses made by
the company in light of its experience and its perception of
historical trends, current conditions and expected future
developments, as well as other factors the company believes 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 our ability to
effect the spin-off of our tech-enabled brokered transportation
platform and meet the related conditions of the spin-off, the
expected timing of the completion of the spin-off and the terms of
the spin-off, our ability to achieve the expected benefits of the
spin-off, our ability to retain and attract key personnel for 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 and transportation delays, the global shortage of certain
components such as semiconductor chips, strains on production or
extraction of raw materials, cost inflation and labor and equipment
shortages, which may lower levels of service, including the
timeliness, productivity and quality of service, and government
responses to these factors; our ability to align our investments in
capital assets, including equipment, 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 savings and profit improvement
opportunities with respect to acquired companies; goodwill
impairment, including in connection with the proposed spin-off;
matters related to our intellectual property rights; fluctuations
in currency exchange rates; fuel price and fuel surcharge changes;
natural disasters, terrorist attacks, wars or similar incidents,
including the conflict between Russia and Ukraine and increased
tensions between Taiwan and China; risks and uncertainties
regarding the potential timing and expected benefits of the
proposed spin-off of our tech-enabled brokered transportation
platform, including the risk that the spin-off may not be completed
on the terms or timeline currently contemplated, if at all; the
impact of the proposed spin-off of our tech-enabled brokered
transportation platform on the size and business diversity of our
company; the ability of the proposed spin-off of our tech-enabled
brokered transportation platform to qualify for tax-free treatment
for U.S. federal income tax purposes; our ability to develop and
implement suitable information technology systems and prevent
failures in or breaches of such systems; our indebtedness; our
ability to raise debt and equity capital; fluctuations in fixed 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 associated with 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 with our self-insured
claims; risks associated with defined benefit plans for our current
and former employees; the impact of potential sales of common stock
by our chairman; governmental regulation, including trade
compliance laws, as well as changes in international trade
policies, 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 qualified by these cautionary statements and there can
be no assurance that the actual results or developments anticipated
by us will be realized or, even if substantially realized, that
they will have the expected consequences to or effects on us or our
business or operations. Forward-looking statements set forth in
this release 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 ContactTavio
Headley+1-203-413-4006tavio.headley@xpo.com
Media ContactsJoe
Checkler+1-203-423-2098joseph.checkler@xpo.com
Karina
Frayter+1-203-484-8303karina.frayter@xpo.com
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