XPO Logistics, Inc. today announced that its board of directors approved the previously announced separation of its logistics segment through the distribution of all of the outstanding shares of common stock of its wholly owned subsidiary, GXO Logistics, Inc. (“GXO”), to holders of XPO common stock.
Following the separation, GXO and XPO will be independent public companies with distinct investment identities and service offerings in vast addressable markets. GXO will be the largest pure-play contract logistics provider in the world, and XPO will be a leading provider of transportation services, primarily less-than-truckload transportation and truck brokerage services.
Additional Details of the Distribution
The separation will be effected through a pro rata distribution of all outstanding shares of GXO common stock to XPO’s stockholders of record at the close of business on July 23, 2021, the record date for the distribution. If the distribution is completed, each XPO stockholder will receive one (1) share of GXO common stock for every one (1) share of XPO common stock held on the record date.
The distribution does not require shareholder approval, nor is any shareholder action necessary to receive shares in the distribution of GXO common stock. XPO will distribute an information statement to all XPO shareholders entitled to receive the distribution of GXO shares. The preliminary information statement has been included as an exhibit to GXO’s Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission and describes GXO’s business, certain risks of owning GXO common stock and other details regarding the separation and distribution.
Upon completion of the distribution, XPO will continue to trade on the New York Stock Exchange under the ticker symbol “XPO” and GXO will trade regular way on the New York Stock Exchange under the symbol “GXO”. Beginning on or about July 22, 2021 and expected to continue up to August 2, 2021, there will be two markets in XPO common stock on the NYSE: a “regular-way” market and an “ex-distribution” market. XPO common stock that trades in the “regular-way” market will trade with an entitlement to shares of GXO common stock distributed pursuant to the distribution, such that holders of XPO common stock who sell XPO shares regular way before August 2, 2021 will also be selling their right to receive shares of GXO common stock in the distribution. Shares that trade in the “ex-distribution” market will trade without an entitlement to GXO common stock distributed pursuant to the distribution. XPO investors are encouraged to consult with their financial and tax advisers regarding the specific implications of buying or selling XPO common stock on or before the distribution date and the U.S. federal, state and local or foreign tax consequences of the GXO distribution.
The distribution of GXO common stock is expected to be completed at 12:01 am, Eastern Time, on August 2, 2021, subject to the satisfaction or waiver of certain conditions, including, but not limited to, the Registration Statement on Form 10 for GXO common stock being declared effective by the U.S. Securities and Exchange Commission and other conditions described in the preliminary information statement included in GXO’s Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission. There can be no assurance regarding the ultimate timing of the distribution or that the distribution will be completed.
GXO Board of Directors
As previously announced, Brad Jacobs will serve as chairman of GXO’s board of directors. Additionally, as of the date of separation, current XPO directors Oren Shaffer, Marlene Colucci and Gena Ashe will resign from the XPO board to serve as directors of GXO. Mr. Shaffer will serve as lead independent director and Ms. Colucci will serve as vice chair.
Additionally, Clare Chatfield, senior partner with L.E.K. Consulting; Joli Gross, general counsel of United Rentals, Inc.; and Malcolm Wilson, CEO of GXO, will serve as directors of GXO, with a further appointment to follow. Biographies of GXO’s directors and executive officers are or will be included in the preliminary or final information statement that has been or will be filed with the U.S. Securities and Exchange Commission.
