XPO Logistics Announces Pricing of Private Offering of $1 Billion of Senior Notes

GREENWICH, Conn. - February 19, 2019 - XPO Logistics, Inc. ("XPO" or the "Company") (NYSE: XPO) today announced the pricing of its previously announced issuance of $1.0 billion of senior notes due 2024 (the "notes").  The closing of the private placement of the notes is expected to occur on February 22, 2019, subject to customary closing conditions.

The notes will bear interest at a rate of 6.750% payable semiannually, in cash in arrears on February 15 and August 15 of each year, commencing August 15, 2019 and maturing on August 15, 2024.

The Company intends to use the proceeds from the issuance of the notes: (i) to repay all amounts outstanding under its unsecured credit agreement dated as of December 24, 2018 (ii) to pay fees, costs and expenses related thereto and to the offering of the notes, and (iii) for general corporate purposes, including to fund purchases of the Company's common stock as part of the Company's previously-announced share repurchase plan.

The notes will be guaranteed by each of the Company's direct and indirect wholly owned restricted subsidiaries (other than certain excluded subsidiaries) that guarantees or is or becomes a borrower under the Company's existing secured revolving credit facility or existing secured term loan facility (or certain replacements thereof) or that guarantees certain capital markets indebtedness of the Company or any guarantor of the notes.  The notes and the guarantees thereof will be unsecured, unsubordinated indebtedness of the Company and the guarantors.

The notes are being offered only to 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.