RXO, Inc. Completes Full Acquisition of RXO Logistics Holdings

TL;DR

RXO just bought out the other half of its logistics business, now owns 100%!

AI Summary

On September 15, 2024, RXO, Inc. announced the completion of its acquisition of the remaining 50% equity interest in RXO Logistics Holdings, LLC, which it previously held a 50% interest in. This transaction consolidates RXO's ownership of its brokerage and asset-light services business.

Why It Matters

This move consolidates RXO's ownership of its brokerage and asset-light services, potentially streamlining operations and strategic decision-making.

Risk Assessment

Risk Level: low — The filing reports the completion of an acquisition that consolidates existing ownership, which is typically a routine corporate action.

Key Players & Entities

• RXO, Inc. (company) — Registrant
• RXO Logistics Holdings, LLC (company) — Acquired entity
• September 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — registered Common stock, par value $0.01 per share RXO New York Stock Exchan
• $1.025 billion — nt on the Closing Date of approximately $1.025 billion in cash, subject to certain customary a

Filing Documents

• eh240531958_8k.htm (8-K) — 35KB
• eh240531958_ex0202.htm (EX-2.2) — 33KB
• eh240531958_ex9901.htm (EX-99.1) — 6KB
• logo.jpg (GRAPHIC) — 5KB
• 0000950142-24-002381.txt ( ) — 257KB
• rxo-20240915.xsd (EX-101.SCH) — 3KB
• rxo-20240915_lab.xml (EX-101.LAB) — 33KB
• rxo-20240915_pre.xml (EX-101.PRE) — 22KB
• eh240531958_8k_htm.xml (XML) — 3KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On September 16, 2024 (the "Closing Date"), RXO completed the Acquisition of the Business from the Sellers. Pursuant to the terms of the Agreement, RXO purchased the Business for payment on the Closing Date of approximately $1.025 billion in cash, subject to certain customary adjustments. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference. It is not intended to provide any other factual information about RXO, the Sellers, the Business, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Transaction. The Purchase Agreement contains representations and warranties that are the product of negotiations among the parties thereto and the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered by the respective parties to the Purchase Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 16, 2024, RXO issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information furnished in Items 7.01 and 9.01, including Exhibit 99.1, 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.

01 Other Events

Item 8.01 Other Events. On September 15, 2024, RXO and the Sellers entered into the First Amendment to Purchase Agreement (the "Amendment"). Pursuant to the Amendment, among other things, an additional Seller became party to the Agreement. A copy of the Amendment is attached hereto as Exhibit 2.2 and is incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The historical audited combined balance sheets of the Business and the related statements of combined income (loss), statements of combined comprehensive income (loss) and statements of combined cash flows as of and for each of the years ended December 31, 2023 and 2022, together with the notes thereto and the independent auditor's report thereon, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. The historical unaudited combined balance sheets of the Business as of June 30, 2024 and the related unaudited statements of combined income (loss), unaudited statements of combined comprehensive income (loss) and unaudited statements of combined cash flows for the six month periods ended June 30, 2024 and 2023, together with the notes thereto, are filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference. The consents of Deloitte & Touche LLP are filed as Exhibit 23.1 and Exhibit 23.2 to this Current Report on Form 8-K and incorporated herein by reference. (b) Pro Forma Financial Information. The unaudited pro forma condensed combined balance sheet for RXO and the Business as of June 30, 2024 and the unaudited pro forma condensed combined statements of operations for RXO and the Business for the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023, together with the notes thereto, are filed as Exhibit 99.4 to this Current Report on Form 8-K and incorporated herein by reference. (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. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of RXO, Inc. filed on June 24, 2024).* 2.2 First Amendment to Purchase Agreement, dated as of September 1

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: September 16, 2024 RXO, INC. By: /s/ Jeffrey D. Firestone Jeffrey D. Firestone Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR