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.
About XPO Logistics, Inc.
XPO Logistics, Inc. (NYSE: XPO) is a top ten global logistics provider of cutting-edge supply chain solutions to the most successful companies in the world. The company operates as a highly integrated network of people, technology and physical assets in 32 countries, with 1,535 locations and more than 100,000 employees. XPO uses its network to help more than 50,000 customers manage their goods most efficiently throughout their supply chains. XPO's corporate headquarters is in Greenwich, Conn., USA, and its European headquarters is in Lyon, France. xpo.com.
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 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.