XPO Logistics Announces Pricing of Private Offering of $300 Million of Senior Notes

XPO Logistics, Inc. announced the pricing of its previously announced issuance of $300 million of 6.250% Senior Notes due 2025 (the “notes”). The notes will be issued as an add-on to the Company’s existing 6.250% Senior Notes, of which XPO currently has $850 million outstanding, pursuant to the indenture, dated as of April 28, 2020, among XPO, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee of the Senior Notes due 2025. XPO will issue $300 million in aggregate principal amount of the notes at a price equal to 101.750% of par, plus accrued and unpaid interest from April 28, 2020, and a yield to maturity of 5.835%. The closing of the private placement of the notes is expected to occur on May 27, 2020, subject to customary closing conditions.

The notes will bear interest at a rate of 6.250% payable semiannually, in cash in arrears on May 1 and November 1 of each year, commencing November 1, 2020 and maturing on May 1, 2025.

The Company intends to use the net proceeds from the issuance of the notes for general corporate purposes, which may include the repayment of amounts outstanding under its existing revolving credit facility, the partial redemption of its 6.50% Senior Notes due 2022 and/or the repayment of other existing indebtedness.

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.

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