XPO Logistics approves separation of RXO, declares distribution of RXO shares

XPO Logistics, Inc. (NYSE: XPO) announces that its board of directors has approved the previously announced separation of its tech-enabled brokered transportation platform through the distribution of all of the outstanding shares of common stock of its wholly owned subsidiary, RXO, Inc., to holders of XPO common stock.

The separation, once complete, will create two transportation leaders with distinct investment identities and clearly delineated value propositions in their respective industries: RXO will be the fourth largest broker of full truckload freight transportation in the United States, with a proprietary digital freight marketplace, access to massive truckload capacity and complementary brokered services for managed transportation, last mile and freight forwarding. XPO will be a leading provider of less-than-truckload transportation in North America, with a European transportation business that the company plans to divest.

Brad Jacobs, chairman and chief executive officer of XPO Logistics, said, “I’m extremely pleased that our spin-off has board approval and is moving toward a November 1 distribution for our shareholders. XPO and RXO will each benefit from a strong board of directors who bring valuable perspectives to the growth strategy. I look forward to continuing to collaborate with Mario and his team to create significantly more value in XPO with the board’s support.”

New XPO Board Composition

The appointment of a new slate of XPO board members has been finalized as follows, effective with the separation. Six of the eight directors are independent. Brad Jacobs will continue to lead the board, and Johnny C. Taylor, Jr., Allison Landry, Jason Aiken and Michael Jesselson will remain as directors. Jacobs will serve as executive chairman, as previously announced. Taylor will serve as lead independent director and will chair the Compensation Committee. Landry will serve as vice chairman and will chair the Nominating, Governance and Sustainability Committee. Aiken will chair the Audit Committee.

Three additional directors have been named to the XPO board: Bella Allaire is executive vice president of technology and operations with Raymond James Financial, and the former chief information officer of UBS Wealth Management Americas. Mario Harik will become XPO’s chief executive officer upon completion of the spin-off. He currently serves as president, less-than-truckload – North America, and chief information officer. Irene Moshouris is senior vice president and treasurer of United Rentals, and formerly served in finance management roles with Avon Products and GTE Corporation.

Additional Details of the Distribution

The separation will be effected through a pro rata distribution of all outstanding shares of RXO common stock to XPO’s stockholders of record at the close of business on October 20, 2022, the record date for the distribution. If the distribution is completed, each XPO stockholder will receive one (1) share of RXO common stock for every one (1) share of XPO common stock held on the record date.

The distribution does not require shareholder approval, nor is any shareholder action necessary to receive shares in the distribution of RXO common stock. XPO will distribute an information statement or a notice to access the information statement to all XPO shareholders entitled to receive the distribution of RXO shares. The preliminary information statement has been included as an exhibit to RXO’s Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission and describes RXO’s business, certain risks of owning RXO common stock and other details regarding the separation and distribution.

Upon completion of the distribution, XPO will continue to trade on the New York Stock Exchange under the ticker symbol “XPO” and RXO will trade regular way on the New York Stock Exchange under the symbol “RXO”.

Beginning on or about October 27, 2022 and continuing up to October 31, 2022, there will be two markets in XPO common stock on the NYSE: a “regular-way” market and an “ex-distribution” market. XPO common stock that trades in the “regular-way” market will trade with an entitlement to shares of RXO common stock distributed pursuant to the distribution, such that holders of XPO common stock who sell XPO shares regular way on October 19, 2022 and up to and including October 31, 2022 will also be selling their right to receive shares of RXO common stock in the distribution. Shares that trade in the “ex-distribution” market will trade without an entitlement to RXO common stock distributed pursuant to the distribution. XPO investors are encouraged to consult with their financial and tax advisers regarding the specific implications of buying or selling XPO common stock on or before the distribution date and the U.S. federal, state and local or foreign tax consequences of the RXO distribution.

The distribution of RXO common stock is expected to be completed at 12:01 am, Eastern Time, on November 1, 2022, subject to the satisfaction or waiver of certain conditions, including, but not limited to, the Registration Statement on Form 10 for RXO common stock being declared effective by the U.S. Securities and Exchange Commission and other conditions described in the preliminary information statement included in RXO’s Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission. There can be no assurance regarding the ultimate timing of the distribution or that the distribution will be completed.

About XPO Logistics and RXO

XPO Logistics, Inc. (NYSE: XPO) is a leading provider of freight transportation services, primarily less-than-truckload (LTL) and truck brokerage. XPO uses its proprietary technology to move goods efficiently through supply chains. The company’s global network serves 50,000 shippers with approximately 749 locations and 43,000 employees, and is headquartered in Greenwich, Conn., USA.

About the spin-off

XPO intends to spin off its tech-enabled brokered transportation platform as RXO in 2022, creating two independent publicly traded companies. RXO will be the fourth largest broker of full truckload freight transportation in the United States, with a proprietary digital freight marketplace, access to vast truckload capacity and complementary brokered services of managed transportation, last mile and freight forwarding.