XPO, Inc. (“XPO” or the “company”) (NYSE: XPO) announced today
that, subject to market and other conditions, it intends to offer
through one or more private placements $830 million in aggregate
principal amount of senior secured notes due 2028 (the “Secured
Notes”) and $450 million in aggregate principal amount of senior
unsecured notes due 2031 (the “Unsecured Notes” and together with
the Secured Notes, the “Notes”). The Notes are being offered in
addition to the previously announced proposed $700 million senior
secured term loan facility (the “New Term Loan Facility”).
The company intends to use the net proceeds from
the issuance of the Notes, together with the proceeds from the New
Term Loan Facility and cash on hand, to repay term loan principal
and accrued interest outstanding under its existing secured term
loan facility (the “Existing Term Loan”) and to pay fees, costs and
expenses relating to the Notes and New Term Loan Facility. The
remaining portion of the Existing Term Loan is expected to be
repaid with cash on hand in the second quarter of 2023. The closing
of the New Term Loan Facility and the terms thereof are subject to
obtaining lender commitments, as well as market and other
conditions, and there can be no assurance as to whether or when the
New Term Loan Facility may be completed, or as to the actual size
or terms thereof.
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.
This release shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any
sales of the Notes in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction. Any offers of the Notes will be made only by
means of a private offering memorandum.
About XPO
XPO (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 48,000 customers with 558 locations and 38,000
employees. The company 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 and Section
21E of the Securities Exchange Act of 1934, as amended. 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,” “seek to refinance” 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 XPO in light of its experience and its perception
of historical trends, current conditions and expected future
developments, as well as other factors XPO 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, achievements
or ability to raise debt to be materially different from any future
results, levels of activity, performance, achievements or ability
to raise debt expressed or implied by such forward-looking
statements. Factors that might cause or contribute to a material
difference include the risks discussed in XPO’s 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; XPO’s ability to align its investments
in capital assets, including equipment, service centers, and
warehouses and other network facilities, to its customers’ demands;
XPO’s ability to implement its cost and revenue initiatives; the
effectiveness of XPO’s action plan, and other management actions,
to improve XPO’s North American LTL business; XPO’s ability to
benefit from a sale or other divestiture of one or more business
units; XPO’s 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 a business unit sale or
other divestiture; matters related to XPO’s 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; the
expected benefits of the spin-off of RXO, Inc.; the impact of the
prior spin-offs of GXO Logistics, Inc. and RXO, Inc. on the size
and business diversity of the company; the ability of the spin-off
of a business unit to qualify for tax-free treatment for U.S.
federal income tax purposes; XPO’s ability to develop and implement
suitable information technology systems and prevent failures in or
breaches of such systems; XPO’s indebtedness; XPO’s ability to
raise debt and equity capital; fluctuations in fixed and floating
interest rates; XPO’s ability to maintain positive relationships
with its network of third-party transportation providers; XPO’s
ability to attract and retain qualified drivers; labor matters;
litigation; risks associated with XPO’s self-insured claims; risks
associated with defined benefit plans for XPO’s current and former
employees; the impact of potential sales of common stock by XPO’s
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; competition and
pricing pressures; the risk that the intended refinancing of
Existing Term Loans with the New Term Loan Facility (the “Term Loan
Refinancing”) and one or more private placements of the Notes may
not be completed in a timely manner or at all, which may adversely
affect the price of XPO’s securities; the risk that XPO will be
unable to satisfy the conditions to the closing of the Term Loan
Refinancing and of one or more private placements of the Notes in
the future; the risk that the Term Loan Refinancing and one or more
private placements of the Notes will not be available on favorable
terms or at all; and the risk that XPO will be unable to pay down
the balance of its senior secured term loan facility as
intended.
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 the company will be realized or, even if substantially realized,
that they will have the expected consequences to or effects on the
company or its business or operations. Forward-looking statements
set forth in this release speak only as of the date hereof, and the
company does 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 ContactBrian Scasserra+1
617-607-6429brian.scasserra@xpo.com
Media ContactKarina
Frayter+1-203-484-8303karina.frayter@xpo.com
XPO (NYSE:XPO)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
XPO (NYSE:XPO)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024