Rxo, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share RXO New York Stock Exchan
• $1.025 billion — the "Business") (the "Transaction") for $1.025 billion in cash, subject to certain customary a
• $550 million — imited to invest in RXO an aggregate of $550 million for perpetual non-convertible preferred
• $1.1 billion — and (ii) a debt financing commitment of $1.1 billion in the aggregate from Goldman Sachs Ban

Filing Documents

• tm2417822d1_8k.htm (8-K) — 41KB
• tm2417822d1_ex2-1.htm (EX-2.1) — 748KB
• tm2417822d1_ex99-1.htm (EX-99.1) — 23KB
• tm2417822d1_ex99-2.htm (EX-99.2) — 17KB
• tm2417822d1_ex99-2img001.jpg (GRAPHIC) — 604KB
• tm2417822d1_ex99-2img002.jpg (GRAPHIC) — 2506KB
• tm2417822d1_ex99-2img003.jpg (GRAPHIC) — 564KB
• tm2417822d1_ex99-2img004.jpg (GRAPHIC) — 503KB
• tm2417822d1_ex99-2img005.jpg (GRAPHIC) — 745KB
• tm2417822d1_ex99-2img006.jpg (GRAPHIC) — 412KB
• tm2417822d1_ex99-2img007.jpg (GRAPHIC) — 767KB
• tm2417822d1_ex99-2img008.jpg (GRAPHIC) — 584KB
• tm2417822d1_ex99-2img009.jpg (GRAPHIC) — 197KB
• tm2417822d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-074147.txt ( ) — 10656KB
• rxo-20240621.xsd (EX-101.SCH) — 3KB
• rxo-20240621_lab.xml (EX-101.LAB) — 33KB
• rxo-20240621_pre.xml (EX-101.PRE) — 22KB
• tm2417822d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Purchase Agreement On June 21, 2024, RXO, Inc, a Delaware corporation ("RXO"), United Parcel Service of America, Inc., a Delaware corporation ("UPS"), UPS Corporate Finance S. R.L., a limited liability company (socit responsabilit limite) organized under the laws of the Grand Duchy of Luxembourg ("UPS Lux"), and UPS SCS (UK) LTD., a limited company formed under the laws of England and Wales ("UPS SCS", and together with UPS and UPS Lux, the "Sellers"), entered into a Purchase Agreement (the "Purchase Agreement"), pursuant to which, following the satisfaction or waiver of certain conditions, RXO will purchase the Sellers' technology-driven, asset light based truckload freight brokerage services business, as well as certain assets used to conduct haulage, dedicated transport and warehousing services in the United Kingdom (collectively, the "Business") (the "Transaction") for $1.025 billion in cash, subject to certain customary adjustments. The consummation of the Transaction is subject to the satisfaction of certain customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the absence of certain legal restraints on completion of the transaction. Each of RXO's and the Sellers' obligations to complete the Transaction are subject to certain customary conditions, including: (i) the accuracy of the representations and warranties of the other party, subject to applicable materiality or material adverse effect standards; (ii) compliance of the other party with its covenants in all material respects and (iii) execution of certain ancillary agreements in accordance with the Purchase Agreement. The Purchase Agreement contains representations, warranties and other covenants made by each of RXO and the Sellers that are customary for transactions of this nature, including certain restrictions on the Sellers and their affiliat

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On June 23, 2024, RXO issued a press release announcing the entry into the Purchase Agreement and certain other information, including that RXO reaffirmed its prior second quarter outlook of adjusted EBITDA. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

01. Regulation FD

Item 7.01. Regulation FD. On June 24, 2024, RXO will hold a webcast to discuss, among other things, the announcement of the entry into the Purchase Agreement and certain other information. A copy of the slide presentation for such webcast is furnished as Exhibit 99.2 and is incorporated herein by reference. The information furnished in Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of RXO under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 3

Forward-looking Statements

Forward-looking Statements This communication includes forward-looking statements, including statements relating to the potential transaction, such as the expected funding and time period to consummate the potential transaction and the anticipated benefits (including synergies) of the potential transaction, as well as the second quarter outlook. All "continue," "could," "intend," "may," "plan," "predict," "should," "will," "expect," "project," "forecast," "goal," "outlook," "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 the risks discussed in our filings with the SEC and the following: the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated; potential delays in consummating the potential transaction, including as a result of regulatory approvals; RXO's ability to integrate the operations of the Business in a successful manner and in the expected time period; the

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Purchase Agreement, dated as of June 21, 2024, by and among RXO, Inc., United Parcel Service of America, Inc., UPS Corporate Finance S. R.L. and UPS SCS (UK) LTD.* 99.1 Press release, dated June 23, 2024. 99.2 Presentation, dated June 23, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. RXO hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 24, 2024 RXO, INC. By: /s/ Jeffrey D. Firestone Jeffrey D. Firestone Chief Legal Officer and Corporate Secretary

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View this 8-K filing on SEC EDGAR