XPO Logistics Raises $1.26 Billion of Equity
(Thomson Reuters ONE) -
Ontario Teachers' Pension Plan, GIC and Public Sector Pension Investment Board
increase their existing holdings in the company
GREENWICH, Conn. - June 1, 2015 - XPO Logistics, Inc. (NYSE: XPO) (the
"company") today announced that it has entered into definitive agreements with a
group of global institutional investors to raise a total of $1.26 billion of
equity. The company will receive all of the net proceeds and will use them to
fund its ongoing growth strategy.
The group includes Ontario Teachers' Pension Plan, GIC - Singapore's sovereign
wealth fund - and Public Sector Pension Investment Board, which collectively
made an initial investment of $700 million in the company in September 2014.
These three global investors each increased their holdings in XPO with the new
private placement and were joined by 12 institutional investors, including
sovereign and university endowment funds.
The company intends to use the net proceeds, together with cash on hand and the
debt financing announced this morning, to fund its pending purchase of Norbert
Dentressangle SA and for other unspecified acquisitions. There are no selling
shareholders.
The transaction, which is complete and scheduled to settle this week, provides
for the sale of newly issued common stock and preferred stock to the investors
at a price of $45 per share of common stock on an as-converted basis. Upon
approval by the company's shareholders, the preferred stock will be converted
into common stock. The stock issuance represents 28 million shares, or
approximately 21% of XPO's common stock on a fully diluted basis, assuming
conversion of the preferred stock. Bradley Jacobs and Jacobs Private Equity, LLC
intend to vote in favor of the stock issuance. Jacobs Private Equity, LLC will
remain the company's largest shareholder.
Bradley Jacobs, chairman and chief executive officer of XPO Logistics, said,
"We're delighted to deepen our relationships with several of our largest
shareholders and also welcome new blue chip investors to XPO. We appreciate this
endorsement of our growth strategy, which is still in its early innings."
For a summary of other material terms related to the investment, see the
company's filings with the Securities and Exchange Commission. These can be
accessed on the websites www.sec.gov and www.xpo.com.
Morgan Stanley is serving as placement agent for the transaction. Wachtell,
Lipton, Rosen & Katz is serving as counsel to XPO for the transaction.
Completes Acquisition of BTT
The company also announced that it has completed its previously announced
acquisition of Bridge Terminal Transport, one of the largest asset-light drayage
providers in the United States. The acquisition adds approximately 1,300
independent owner-operators to the XPO network.
About XPO Logistics, Inc.
XPO Logistics, Inc. (NYSE: XPO) is one of the largest and fastest-growing
providers of transportation and logistics services in North America. The company
is the second largest freight brokerage firm, the third largest provider of
intermodal services, the largest provider of last mile logistics for heavy
goods, the largest manager of expedite shipments, and a leading provider of
highly engineered, technology-enabled contract logistics, with growing positions
in managed transportation, global forwarding and less-than-truckload brokerage.
XPO facilitates more than 42,000 deliveries a day through its service portfolio.
XPO has 229 locations and over 10,500 employees. Its two business units -
transportation and logistics - utilize relationships with ground, rail, sea and
air carriers and other suppliers to serve over 16,000 customers in the
manufacturing, retail, e-commerce, industrial, technology, aerospace,
commercial, life sciences and governmental sectors. The company has more than
6,200 trucks under contract to its drayage, expedite and last mile subsidiaries,
and has access to additional capacity through its relationships with over
32,000 other carriers. For more information: www.xpo.com.
Additional Information about the Investment
XPO will file a proxy statement and other documents relating to the transactions
described above (the "Investment") with the Securities and Exchange Commission
(the "SEC"). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE INVESTMENT. Investors and security
holders may obtain these documents free of charge at the SEC's website at
www.sec.gov. You may also obtain these documents free of charge at www.xpo.com.
You may also read and copy any reports, statements and other information filed
by XPO with the SEC at the SEC public reference room at 100 F Street N.E., Room
1580, Washington, D.C. 20549.
Participants in Solicitation
XPO and its executive officers and directors may be deemed to be participants in
the solicitation of proxies from XPO shareholders with respect to the
Investment. Information about XPO's executive officers and directors is
available in XPO's proxy statement on Schedule 14A for its 2015 annual meeting
of shareholders, filed with the SEC on April 8, 2015. Investors and shareholders
may obtain more detailed information regarding the direct and indirect interests
of XPO and its executive officers and directors in the Investment by reading the
proxy statement regarding the Investment when it becomes available. Copies of
these documents may be obtained free of charge as described above. This document
shall not constitute an offer to sell or the solicitation of an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
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, including XPO's ability to execute
its growth strategy, including through acquisitions, and approval by XPO's
shareholders of the proposed conversion of preferred stock issued to the
investors into common stock. 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 those discussed in XPO's filings with the SEC and the
following: economic conditions generally; competition; XPO's ability to find
suitable acquisition candidates and execute its acquisition strategy; the
expected impact of the Norbert Dentressangle SA ("ND") acquisition, including
the expected impact on XPO's results of operations; XPO's ability to
successfully complete the contemplated tender offer and the squeeze out of ND's
publicly held shares; the ability to successfully integrate and realize
anticipated synergies and cost savings with respect to ND and other acquired
companies; XPO's ability to raise debt and equity capital; XPO's ability to
attract and retain key employees to execute its growth strategy, including
retention of ND's management teams; litigation, including litigation related to
alleged misclassification of independent contractors; the ability to develop and
implement a suitable information technology system; the ability to maintain
positive relationships with XPO's and ND's networks of third-party
transportation providers; the ability to retain XPO's, ND's and other acquired
companies' largest customers; rail and other network changes; weather and other
service disruptions; 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
will be realized or, even if substantially realized, that they will have the
expected consequences to, or effects on, XPO or its businesses or operations.
Forward-looking statements set forth in this document speak only as of the date
hereof, and XPO undertakes no 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.
Contacts:
XPO Logistics Investor Relations
Tavio Headley, +1-203-930-1602
tavio.headley(at)xpo.com
XPO Logistics Media Relations
Brunswick Group
Gemma Hart, +1-212-333-3810
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. 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 the information contained therein.
Source: XPO Logistics, Inc. via GlobeNewswire
[HUG#1925182]
Unternehmensinformation / Kurzprofil:
Datum: 01.06.2015 - 07:00 Uhr
Sprache: Deutsch
News-ID 397002
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contact information:
Town:
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Kategorie:
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