XPO (NYSE: XPO) today announced the expiration, results and
settlement of its previously announced tender offer (the “Tender
Offer”) to purchase for cash any and all of its outstanding 6.250%
Senior Notes due 2025 (the “Notes”). $407,624,000 aggregate
principal amount of Notes were validly tendered and not validly
withdrawn on or prior to 5:00 p.m., New York City time, on
November 17, 2022 (the “Expiration Time”), which amount of
Notes the company accepted and purchased on November 18, 2022 (the
“Final Settlement Date”). Holders of Notes that were validly
tendered and not validly withdrawn on or prior to the Expiration
Time received the total consideration of $1,022.50 per $1,000.00
principal amount of Notes tendered and accepted for purchase, plus
accrued and unpaid interest from the last date on which interest
had been paid to, but excluding, the Final Settlement Date.
$112,376,000 in aggregate principal amount of Notes are outstanding
on the date hereof after giving effect to the settlement of such
tendered Notes.
The aggregate purchase price paid by the company
was approximately $418 million. The amount paid was funded using
the proceeds of a cash distribution paid by RXO, Inc. (“RXO”) to
the company in connection with the separation of RXO from the
company.
The Tender Offer expired at the Expiration Time
and no tenders of Notes submitted after the Expiration Time are
valid. The Tender Offer was subject to the satisfaction or waiver
of certain conditions as set forth in the Offer to Purchase and
Consent Solicitation Statement, dated October 19, 2022 (as amended
or supplemented, the “Offer to Purchase”), all of which were
satisfied or waived as of the Expiration Time.
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. was the lead dealer
manager (the “Lead Dealer Manager”) in the Tender Offer. Morgan
Stanley & Co. LLC was 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 served 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.
Wachtell, Lipton, Rosen & Katz acted as legal
counsel to XPO in connection with the Tender Offer.
About XPOXPO (NYSE: XPO) is one of the
largest providers of asset-based less-than-truckload (LTL)
transportation in North America, with proprietary technology that
moves goods efficiently through its network. Together with its
business in Europe, XPO serves approximately 43,000 shippers with
564 locations and 38,000 employees. The company is headquartered in
Greenwich, Conn., USA.
Forward-Looking StatementsThis 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 ContactKarina
Frayter+1-203-484-8303karina.frayter@xpo.com
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