XPO Logistics, Inc. : XPO Logistics Announces Closing of $220.5 Million Public
Offering of Common Stock
GREENWICH, Conn. - August 13, 2013 - XPO Logistics, Inc. (NYSE: XPO) today
announced the closing of a registered underwritten public offering of
9,694,027 shares of common stock, at a price to the public of $22.75 per
share. XPO Logistics, Inc. ("XPO") has 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, at a price of $22.75 per share less the underwriting
discount. XPO received approximately $209 million in net proceeds from the
offering after underwriting discounts and estimated expenses of the offering.
XPO intends to use the net proceeds of the 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.
Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, and Deutsche
Bank Securities Inc. served as joint book-running managers for the offering.
BB&T Capital Markets, a division of BB&T Securities, LLC, Oppenheimer & Co.
Inc., Raymond James & Associates, Inc. and Avondale Partners, LLC were
The shares were offered pursuant to an effective shelf registration statement
that has been filed with the Securities and Exchange Commission (the "SEC").
Copies of the final prospectus supplement and accompanying prospectus related
to the offering have been filed with the SEC and are available on the SEC's
website at http://www.sec.gov or 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
email@example.com, 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
firstname.lastname@example.org 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 email@example.com.
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. (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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