XPO, Inc. (“XPO” or the “company”) (NYSE: XPO) today announced the
pricing of its $700 million secured term loan facility (the “Term
Loan Facility”), $830 million of Senior Secured Notes due 2028 (the
“Secured Notes”) and $450 million of Senior Unsecured Notes due
2031 (the “Unsecured Notes,” and together with the Secured Notes,
the “Notes”).
The Term Loan Facility is expected to be issued
with an interest rate of SOFR plus 2.00% or alternate base rate
plus 1.00% and a 0% SOFR floor, at an issue price of 99.5%. The
maturity date of the Term Loan Facility is expected to be May 24,
2028.
The Secured Notes will bear interest at a rate of
6.250% per annum payable semiannually in cash in arrears on June 1
and December 1 of each year, beginning December 1, 2023 and will
mature on June 1, 2028. The Unsecured Notes will bear interest at a
rate of 7.125% per annum payable semiannually in cash in arrears on
June 1 and December 1 of each year, beginning December 1, 2023 and
will mature on June 1, 2031. The Notes will be issued at
par.
The company intends to use the net proceeds from
the Term Loan Facility and the Notes, together with cash on hand,
to repay term loan principal and accrued interest outstanding under
its existing secured term loan facility and to pay fees, costs and
expenses relating to the Term Loan Facility and the offerings. The
remaining portion of XPO’s existing term loans are expected to be
repaid with cash on hand in the second quarter of
2023. The closings of the Term Loan Facility and the
Notes are each expected to occur on May 24, 2023, subject to
customary closing conditions.
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 outside the United States, only to
non-U.S. investors 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 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
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 press 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” 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 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 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 refinancing of XPO’s 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 one or more private placements of the Notes in
the future; 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
press 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 press
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
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