XPO Logistics, Inc. (NYSE: XPO) 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.
GXO Investor Day Presentation Online
On July 13, 2021, XPO hosted a GXO Investor Day webcast that
included management’s presentation of GXO’s investment highlights,
operations, technology, financial performance and growth prospects,
as well as a Q&A session. Interested parties can access an
archive of the webcast on gxo.com/investors from July 14
forward.
Advisors
Goldman Sachs & Co. LLC is acting as financial advisor for
the separation transaction and Wachtell, Lipton, Rosen & Katz
is acting as legal advisor.
About XPO Logistics
XPO Logistics, Inc. provides cutting-edge supply chain solutions
to the most successful companies in the world, with two business
segments: transportation and logistics. The company helps more than
50,000 customers manage their supply chains most efficiently, using
a network of 1,621 locations in 30 countries and approximately
140,000 team members, including 108,000 employees and 32,000
temporary workers. The company’s corporate headquarters are in
Greenwich, Conn., USA. Visit xpo.com for more
information, and connect with XPO on Facebook, Twitter, LinkedIn,
Instagram and YouTube.
Forward-looking Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, 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, including
the statements above regarding plans, benefits and timing of the
contemplated spin-off transaction. 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.
These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions that may cause actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements. Factors that might cause or contribute
to a material difference include, but are not limited to, the risks
discussed in our filings with the SEC and the following: economic
conditions generally; the severity, magnitude, duration and
aftereffects of the COVID-19 pandemic and government responses to
the COVID-19 pandemic; our ability to align our investments in
capital assets, including equipment, service centers and
warehouses, to our customers’ demands; our ability to implement our
cost and revenue initiatives; our ability to successfully integrate
and realize anticipated synergies, cost savings and profit
improvement opportunities with respect to acquired companies;
matters related to our intellectual property rights; fluctuations
in currency exchange rates; fuel price and fuel surcharge changes;
natural disasters, terrorist attacks or similar incidents; risks
and uncertainties regarding the potential timing and expected
benefits of the proposed spin-off of our logistics segment,
including final approval for the proposed spin-off and the risk
that the spin-off may not be completed on the terms or timeline
currently contemplated, if at all; the impact of the proposed
spin-off on the size and business diversity of our company; the
ability of the proposed spin-off to qualify for tax-free treatment
for U.S. federal income tax purposes; our ability to develop and
implement suitable information technology systems and prevent
failures in or breaches of such systems; our substantial
indebtedness; our ability to raise debt and equity capital;
fluctuations in fixed and floating interest rates; our ability to
maintain positive relationships with our network of third-party
transportation providers; our ability to attract and retain
qualified drivers; labor matters, including our ability to manage
our subcontractors, and risks associated with labor disputes at our
customers and efforts by labor organizations to organize our
employees; litigation, including litigation related to alleged
misclassification of independent contractors and securities class
actions; risks associated with our self-insured claims; risks
associated with defined benefit plans for our current and former
employees; and governmental regulation, including trade compliance
laws, as well as changes in international trade policies and tax
regimes; governmental or political actions, including the United
Kingdom’s exit from the European Union; and competition and pricing
pressures.
Investor ContactsTavio
Headley+1-203-413-4006tavio.headley@xpo.com
Angus Tweedie+44 (0) 7841-53-06-00angus.tweedie@gxo.com
Media ContactsJoe
Checkler+1-203-423-2098joe.checkler@xpo.com
Anne Lafourcade +33 (0)6 75 22 52 90anne.lafourcade@gxo.com
XPO (NYSE:XPO)
Historical Stock Chart
From Apr 2024 to May 2024
XPO (NYSE:XPO)
Historical Stock Chart
From May 2023 to May 2024