XPO Logistics, Inc. (NYSE: XPO) today announced amendments to its
previously announced (i) tender offer (as amended hereby, the
“Tender Offer”) to purchase for cash any and all of its outstanding
6.250% Senior Notes due 2025 (the “Notes”) and (ii) Consent
Solicitation (as defined in the Offer to Purchase referred to
below), in each case as set forth in the Company’s Offer to
Purchase and Consent Solicitation Statement, dated October 19, 2022
(as amended hereby, the “Offer to Purchase”).
XPO is hereby amending the Offer to Purchase to
(1) increase each of the Total Consideration and the Tender Offer
Consideration (each as defined in the Offer to Purchase) per
$1,000.00 principal amount of Notes tendered and accepted for
purchase pursuant to the Offer to Purchase to $1,022.50, which
increase applies to all Notes (including previously tendered Notes)
that have been, or will be, tendered (and not validly withdrawn)
and accepted for purchase on or prior to 5:00 p.m., New York City
time, on November 17, 2022, unless extended or earlier terminated
by the company (the “Expiration Time”) (and, accordingly, to
eliminate the Early Tender Premium (as defined in the Offer to
Purchase)), (2) extend the Withdrawal Deadline (as defined in the
Offer to Purchase) with respect to all Holders of Notes (including
those who previously tendered Notes) to 5:00 p.m., New York City
time, on November 17, 2022, to coincide with the Expiration Time,
and (3) eliminate the Early Settlement Date (as defined in the
Offer to Purchase), such that all Notes (including previously
tendered Notes) that have been, or will be, tendered (and not
validly withdrawn) and accepted for purchase on or prior to the
Expiration Time will be settled on the Final Settlement Date (as
defined in the Offer to Purchase).
In addition, the Tender Offer is hereby amended to
eliminate the solicitation of the Consents (as defined in the Offer
to Purchase) for the Proposed Amendments (as defined in the Offer
to Purchase).
No further action is required to be taken by
Holders who have already validly tendered and not validly withdrawn
their Notes in order to receive the increased Total Consideration
on the Final Settlement Date.
Except as described herein, other terms of the
previously announced Tender Offer remain unchanged. Holders of
Notes should read carefully and in its entirety the Offer to
Purchase before deciding whether to tender or withdraw their Notes,
as applicable. The Tender Offer is not conditioned on any minimum
amount of Notes being tendered.
Registered holders (each, a “Holder” and,
collectively, the “Holders”) of all Notes validly tendered and
accepted for purchase pursuant to the Tender Offer (and not validly
revoked) will receive accrued and unpaid interest on such Notes
from the last date on which interest has been paid to, but
excluding, the Final Settlement Date.
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. Morgan
Stanley & Co. LLC is the co-dealer manager in the Tender Offer
(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. Questions regarding the Tender Offer 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 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 governing the Notes, 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, and
none of the company or any of its affiliates has authorized any
person to make any such recommendation. The Tender Offer is made
only by the Offer to Purchase. The Tender Offer is not being made
to Holders of Notes 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 to be made by a licensed broker or dealer, the Tender Offer
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.
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.
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. 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 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 successfully integrate and realize anticipated
synergies, cost savings and profit improvement opportunities with
respect to acquired companies; goodwill impairment; 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; 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
XPO (NYSE:XPO)
Historical Stock Chart
From Mar 2024 to Apr 2024
XPO (NYSE:XPO)
Historical Stock Chart
From Apr 2023 to Apr 2024