Item 1.01 Entry into a Material Definitive Agreement.
On August 8, 2014, XPO Logistics, Inc. ("XPO" or the "Company") amended its
existing $415.0 million multicurrency secured Amended and Restated Revolving
Loan Credit Agreement among the Company and certain of the Company's wholly
owned subsidiaries, as borrowers, the lenders party thereto and Morgan Stanley
Senior Funding, Inc., as administrative agent for such lenders, to permit, among
other things, the previously announced acquisition of New Breed Holding Company
and the transactions relating thereto and the notes offering described under
Item 7.01 of this Current Report on Form 8-K. A copy of the amendment is
attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On August 11, 2014, XPO announced that it intends to offer through a private
placement up to $500 million aggregate principal amount of senior notes due 2019
(the "Notes"). The offering is subject to market and other conditions. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated by
The Notes will be offered to qualified institutional buyers in reliance on Rule
144A under the Securities Act of 1933, as amended (the "Securities Act"). The
Notes will not be registered under the Securities Act. Unless so registered, the
Notes may not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. This
report shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of the Notes in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
XPO is disclosing under Item 7.01 of this Current Report on Form 8-K the
information included as Exhibit 99.2, which information is incorporated by
reference herein. This information, portions of which have not been previously
reported, is excerpted from a presentation that is being disseminated in
connection with the offering described above.
The information in this Current Report on Form 8-K, including Exhibits 99.1 and
99.2, is being furnished and shall not be deemed "filed" for the 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. The information
in this Current Report on Form 8-K shall not be incorporated by reference into
any filing under the Exchange Act or the Securities Act, except as expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description of Document
10.1 Amendment to Amended and Restated Revolving Loan Credit Agreement
99.1 XPO Logistics, Inc. Press Release, dated August 11, 2014†
99.2 Excerpts from XPO Logistics, Inc. Presentation, dated August 11, 2014†
† "Furnished" and not "filed" for purposes of the Exchange Act.
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 the anticipated
acquisition of New Breed Holding Company
("New Breed"). 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
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 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 acquisition of New Breed,
including the expected impact on XPO's results of operations; the ability to
obtain the requisite regulatory approvals and the satisfaction of other
conditions to consummation of the New Breed transaction; the ability to realize
anticipated synergies and cost savings with respect to 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 New Breed's management
team; 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 networks of third-party transportation providers; the ability to
retain XPO's and acquired companies' largest customers; XPO's ability to
successfully integrate New Breed and other acquired businesses; 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.