RXO Announces Upsizing and Pricing of Common Stock Offering Associated with Financing Acquisition of Coyote Logistics from UPS

RXO (NYSE: RXO), a leading provider of asset-light transportation solutions, today announced that is has upsized its previously announced public offering of common stock to $500 million in total gross proceeds, pricing 19,230,770 shares of its common stock at a price of $26.00 per share. The offering is expected to close on September 11, 2024, subject to customary closing conditions.

RXO has granted the underwriters of the offering an option to purchase up to an additional 2,884,615 shares of common stock at the public offering price less underwriting discounts and commissions.

RXO intends to use the net proceeds from the offering to finance a portion of the pending acquisition of Coyote Logistics, UPS’s technology-driven, asset-light freight brokerage business. The offering is not contingent on the consummation of the acquisition. RXO expects that the acquisition will be consummated by September 20, 2024. If the acquisition is not consummated, RXO intends to use the net proceeds from the offering for general corporate purposes.

Goldman Sachs & Co. LLC, BofA Securities, Citigroup and Morgan Stanley are the joint lead book-running managers for the offering. Barclays, Wells Fargo Securities and Scotiabank are also joint book-running managers for the offering and BTIG, Regions Securities LLC, KeyBanc Capital Markets, Baird, Raymond James, Stephens Inc., Stifel, Wolfe Capital Markets and Advisory, Oppenheimer & Co., The Benchmark Company and Thompson Davis are co-managers for the offering.

The offering of common stock is being made by means of a prospectus supplement under RXO’s effective registration statement on Form S-3, as filed with the Securities and Exchange Commission (“SEC”).

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor does it constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful. The offering may be made only by means of a prospectus supplement relating to such offering and the accompanying prospectus. Copies of the final prospectus supplement for the offering and the accompanying prospectus can be obtained from:

• Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526, or by e-mail at [e-mail];
• BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: [e-mail];
• Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: [phone]); or
• Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

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