XPO Announces Proposed Private Offering of Senior Secured and Unsecured Notes

GREENWICH, Conn. , May 17, 2023 (GLOBE NEWSWIRE) -- 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.