XPO Logistics, Inc. : XPO Logistics Announces Pricing of $220.5 Million Public
Offering of Common Stock
GREENWICH, Conn. - August 7, 2013 - XPO Logistics, Inc. (NYSE: XPO) today
announced the pricing of a registered underwritten public offering ofshares
of its common stock at a price to the public of $22.75 per share, and that, in
response to investor demand, it has increased the size of the offering to
9,694,027 shares from the previously announced 8,000,000 shares. XPO
Logistics, Inc. ("XPO") also granted the underwriters in the offering a 30-day
option to purchase up to an additional 1,454,104 shares of common stock from
XPO. Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Deutsche
Bank Securities Inc. are acting as joint book-running managers for the
offering. The co-managers for the offering are BB&T Capital Markets, a
division of BB&T Securities, LLC, Oppenheimer & Co. Inc., Raymond James &
Associates, Inc. and Avondale Partners, LLC. XPO intends to use the net
proceeds of this offering, together with cash on hand, to finance the
previously announced acquisition of 3PD Holding, Inc. ("3PD") and to pay
related fees and expenses. If the 3PD acquisition is not completed, XPO will
use the net proceeds of the offering for general corporate purposes, which may
include strategic acquisitions. The offering is expected to close on August
13, 2013, subject to customary closing conditions.
The shares are being offered pursuant to an effective shelf registration
statement that has been filed with the Securities and Exchange Commission (the
"SEC"). A preliminary prospectus supplement related to the offering has been
filed with the SEC and is available on the SEC's website at
http://www.sec.gov. Copies of the preliminary prospectus supplement and
accompanying prospectus related to the offering may be obtained by contacting
Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, One Madison
Avenue, New York, New York 10010, or by telephone at (800) 221-1037, or by
email at firstname.lastname@example.org, Morgan Stanley & Co. LLC, Attn:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014-4606,
or by telephone at (866) 718-1649 (toll free), or by email at
email@example.com or Deutsche Bank Securities Inc., Attn:
Prospectus Group, 60 Wall Street, New York, NY 10005, or by telephone at (800)
503-4611, or by email at firstname.lastname@example.org.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state or jurisdiction.
About XPO Logistics, Inc.
XPO Logistics, Inc. (NYSE: XPO) is one of the fastest growing providers of
transportation logistics services in North America. The company's three
business units - freight brokerage, expedited transportation and freight
forwarding - use relationships with more than 22,000 ground, sea and air
carriers to serve over 8,500 customers in the manufacturing, industrial,
retail, commercial, life sciences and government sectors. XPO is built to
deliver constant growth in truck capacity, passionate service and
technological innovation through 62 locations in the United States and Canada.
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. 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" 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 us in light of our
experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe 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, those
discussed in our filings with the SEC and the following: economic conditions
generally; competition; our ability to find suitable acquisition candidates
and execute our acquisition strategy; the projected satisfaction of closing
conditions for the acquisition of 3PD Holding, Inc. and the related financing
(the "3PD Transaction"); the expected closing date for the 3PD Transaction;
the expected impact of the 3PD Transaction, including the expected impact on
the Company's results of operations; our ability to raise debt and equity
capital; our ability to attract and retain key employees to execute our growth
strategy, including retention of 3PD's management team; litigation, including
litigation related to misclassification of independent contractors; our
ability to develop and implement a suitable information technology system; our
ability to maintain positive relationships with our network of third-party
transportation providers; our ability to retain our and 3PD's largest
customers; our ability to successfully integrate 3PD and other acquired
businesses; and governmental regulation. All forward-looking statements set
forth in this press release are qualified by these cautionary statements and
there can be no assurance that the actual results or developments anticipated
by us will be realized or, even if substantially realized, that they will have
the expected consequences to or effects on us or our business or operations.
Forward-looking statements set forth in this press release speak only as of
the date hereof and we do not undertake any obligation to update
forward-looking statements to reflect subsequent events or circumstances,
changes in expectations or the occurrence of unanticipated events except to
the extent required by law.
XPO Logistics, Inc.
Dana Gibson, +1-203-930-1470
Steve Lipin / Gemma Hart, +1-212-333-3810
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: XPO Logistics, Inc. via Thomson Reuters ONE
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