XPO Logistics, Inc. (“XPO” or the “company”) today announced that GXO Logistics, Inc. (“GXO”), its wholly owned subsidiary, has priced an offering of $800 million of 144A notes with registration rights, consisting of $400 million of notes due 2026 (the “2026 notes”) and $400 million of notes due 2031 (the “2031 notes”, and together with the 2026 notes, the “notes”). GXO is expected to become a separate publicly traded company through the previously announced spin-off of XPO’s logistics segment (the “spin-off”). The closing of the offering of the notes is expected to occur on or about July 2, 2021, subject to customary closing conditions.
The 2026 notes will bear interest at a rate of 1.650% per annum payable semiannually in cash in arrears on January 15 and July 15 of each year, beginning January 15, 2022 and will mature on July 15, 2026. The 2031 notes will bear interest at a rate of 2.650% per annum payable semiannually in cash in arrears on January 15 and July 15 of each year, beginning January 15, 2022 and will mature on July 15, 2031.
GXO intends to use the net proceeds from the sale of the notes to fund a cash distribution to XPO, to provide working capital to GXO and/or to pay fees, costs and expenses incurred in connection with the spin-off, the notes offering and related transactions. The net proceeds from the notes offering will be held in escrow until satisfaction of certain conditions relating to the spin-off.
Baris Oran, chief financial officer of the planned GXO spin-off, said, “We’re pleased with the successful outcome of the $800 million debt offering we priced today. We’ve completed another major step forward in the separation of GXO as a global, pure-play logistics company.”
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.
Wachtell, Lipton, Rosen & Katz is legal counsel to XPO and GXO in connection with the notes offering.