RXO RXO Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 15, 2024

 

RXO, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41514	88-2183384
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

11215 North Community House Road, Charlotte, NC		28277
(Address of principal executive offices)		(Zip Code)

 

(980) 308-6058

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		RXO		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Introductory Note.

 

This Current Report on Form 8-K is being filed in connection with the completion by RXO, Inc., a Delaware corporation (“RXO”), of the previously announced acquisition (the “Acquisition”) of the 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”) of United Parcel Service of America, Inc., a Delaware corporation (“UPS”), UPS Corporate Finance S.À R.L., a limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg (“UPS Lux”), UPS SCS (UK) LTD., a limited company formed under the laws of England and Wales (“UPS SCS”), and UPS Europe SRL, a limited liability company (société à responsabilité limitée) (“UPS Europe”, and together with UPS, UPS Lux and UPS SCS, the “Sellers”) (the “Transaction”), pursuant to the terms of the Purchase Agreement, dated as of June 21, 2024, between RXO and the Sellers, as amended (the “Agreement”).

 

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.

 

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.

 

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.

 

 

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.À 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 15, 2024, by and among RXO, Inc., United Parcel Service of America, Inc., UPS Corporate Finance S.À R.L., UPS SCS (UK) LTD and UPS Europe SRL.*
23.1		Consent of Deloitte & Touche LLP (incorporated by reference to Exhibit 23.2 to the Current Report on Form 8-K of RXO, Inc. filed on September 9, 2024).
23.2		Consent of Deloitte & Touche LLP (incorporated by reference to Exhibit 23.2 to the Registration Statement on Form S-3 of RXO, Inc. filed on September 9, 2024).
99.1		Press release issued by RXO, Inc., dated September 16, 2024.
99.2		Audited combined financial statements of the Business as of and for each of the years ended December 31, 2023 and 2022, and the independent auditor’s report thereon (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of RXO, Inc. filed on September 9, 2024).
99.3		Unaudited combined financial statements of the Business as of June 30, 2024 and for the six month periods ended June 30, 2024 and 2023 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of RXO, Inc. filed on September 9, 2024).
99.4		Unaudited pro forma condensed combined financial information (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K of RXO, Inc. filed on September 9, 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.

 

 

 

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

 

 

 

 

 

EXHIBIT 2.2

 

Execution Version

 

FIRST AMENDMENT

TO

PURCHASE AGREEMENT

 

This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of September 15, 2024, by and among UNITED PARCEL SERVICE OF AMERICA, INC., a Delaware corporation (“UPS”), UPS CORPORATE FINANCE S.À R.L., a limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg (“UPS Lux”), UPS SCS (UK) LTD., a limited company formed under the laws of England and Wales (“UPS SCS”), UPS Europe SRL, a limited liability company (société à responsabilité limitée) (“UPS Europe”, and together with UPS, UPS Lux and UPS SCS, the “Sellers”), and RXO, Inc., a Delaware corporation (“Buyer”). Sellers and Buyer are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”.

 

RECITALS

 

A.       Reference is hereby made to that certain Purchase Agreement (the “Agreement”), dated as of June 21, 2024, by and among Sellers and Buyer. Capitalized terms used but not defined herein have the respective meanings given such terms in the Agreement.

 

B.       Pursuant to Section 9.15 of the Agreement, the Agreement may be amended or modified by a written agreement executed and delivered by the Parties.

 

C.       The Parties desire to amend the Agreement as further set forth herein.

 

Agreement

 

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth in this Amendment, and intending to be legally bound hereby, each Party hereby agrees:

 

1.        Amendment to Agreement. Subject to the terms and conditions of this Amendment:

 

(a)

Parties. UPS Europe is hereby inserted and incorporated as a Seller and an Asset Seller to the Agreement, and any reference to a Seller and an Asset Seller, or the Sellers and Asset Sellers, in the Agreement shall be read to include UPS Europe.

 

(b)

Specified Matters. Schedule 1.1(f) of the Agreement is hereby deleted in its entirety and replaced with the following new Schedule 1.1(f) attached to this Amendment as Attachment 1.

(c)

Transferred Assets and Liabilities. Section 2.2(a) of the Agreement is hereby amended by inserting the following at the end of Section 2.2(a):

Notwithstanding anything to the contrary contained herein, (x) the Sellers shall (and shall cause their Affiliates to) transfer, prior to the Closing and pursuant to and in accordance with those certain Bill of

Sale, Assignment and Assumption Agreements attached hereto as Attachment 2-A and 2-B, respectively, all of Transferred Assets and Liabilities to the applicable Acquired Company in lieu of transferring such Transferred Assets and Liabilities directly to Buyer at the Closing, and (y) for all purposes under the Agreement, the Sellers and Buyer shall continue to have all rights, duties and obligations contained in this Agreement applicable to such Transferred Assets and Liabilities. For avoidance of doubt, each Buyer and the applicable Seller shall be responsible for fifty percent (50%) of all Transfer Taxes incurred as a result of the transfer of the Transferred Assets and Liabilities in accordance with Section 5.6(f).

(d)

Excluded Liability. The definition of “Excluded Liability” in Section 2.2(c) of the Agreement is hereby amended by inserting a new subpart (xi) as an additional Excluded Liability to the Agreement, which new subpart (xi) is set forth on Schedule I attached hereto.

 

(e)

Guarantees; Commitments; Misdirected Payments. Section 5.11 of the Agreement is hereby amended by inserting a new subpart (d) immediately following subpart (c), which new subpart (d) is set forth on Schedule II attached hereto.

(f)

Co-Location Agreements. Section 5.30 is hereby inserted into the Agreement as a new covenant, immediately following Section 5.29, which Section 5.30 is set forth on Schedule III attached hereto.

2.        Effect of Amendment. The Agreement, as amended by this Amendment, comprises the entire agreement and understanding among the parties thereto with respect to the subject matter hereof and thereof, and the Agreement, as amended by this Amendment, is in all respects ratified and confirmed. Except as specifically amended or otherwise modified hereby, the Agreement shall continue in full force and effect and nothing contained in this Amendment shall be construed as a waiver or modification of any other provision of or existing rights or obligations of any party under the Agreement, except as such rights are expressly modified hereby.

 

3.        Constructions, Etc. This Amendment shall be governed by all provisions of the Agreement, unless the context otherwise requires, Section 9.1 (Fees and Expenses), Section 9.3 (Severability), Section 9.5 (No Third Party Beneficiaries) Section 9.8 (Consent to Jurisdiction), Section 9.9 (Wavier of Jury Trial), and Section 9.10 (Governing Law) of the Agreement.

 

4.        Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by email transmission (including any electronic signature) shall be as effective as delivery of a manually executed counterpart of the Amendment.

 

 

[Signature pages follow.]

 

 

IN WITNESS THEREOF, the Parties have caused this Amendment to be executed as of the date first above written.

 

	SELLERS:
	UNITED PARCEL SERVICE OF AMERICA, INC.
	By:	/s/ HeatherLynn Daly
		Name:	HeatherLynn Daly
		Title:	Vice President
	UPS CORPORATE FINANCE S.À R.L.
	By:	/s/ Brian Raab
		Name:	Brian Raab
		Title:	Authorized Signatory
	UPS SCS (UK) LTD.
	By:	/s/ Brian Raab
		Name:	Brian Raab
		Title:	Authorized Signatory
	UPS EUROPE SRL
	By:	/s/ Raoul Stewardson
		Name:	Raoul Stewardson
		Title:	Director

 

 

 

[Signature Page to First Amendment to Purchase Agreement]

 

 

	BUYER:
	RXO, INC.
	By:	/s/ Jeffrey Firestone
		Name:	Jeffrey Firestone
		Title:	Chief Legal Officer and Corporate Secretary

 

 

 

 

[Signature Page to First Amendment to Purchase Agreement]

 

 

 

EXHIBIT 99.1

 

 

 

RXO Completes Acquisition of Coyote Logistics

 

RXO is now the third-largest provider of brokered transportation in North America

 

CHARLOTTE, N.C. — September 16, 2024 — RXO (NYSE: RXO), a leading provider of asset-light transportation solutions, today announced it has completed its acquisition of Coyote Logistics from UPS for a purchase price of $1.025 billion. The company is now the third-largest provider of brokered transportation in North America.

 

This acquisition enhances RXO’s market position, diversifies and expands its customer base and broadens its carrier network. For customers, RXO now offers increased network density and additional power lanes. For carriers, RXO offers access to more customers with opportunities to reduce deadhead miles.

 

“We’re thrilled to welcome Coyote’s employees, customers and carriers to RXO,” said Drew Wilkerson, chief executive officer of RXO. “This acquisition enables us to provide customers with even more capacity. Our larger scale will provide carriers with access to more freight. As we work to integrate Coyote’s people and technology into our business, we remain focused on providing the best service, most comprehensive set of solutions, continuous innovation and deep relationships for our customers.”

 

Coyote Logistics was founded in 2006 and acquired by UPS in 2015.

 

Goldman Sachs & Co. LLC served as financial advisor to RXO, and Paul, Weiss, Rifkind, Wharton & Garrison LLP served as its legal advisor.

 

 

About RXO

RXO (NYSE: RXO) is a leading provider of asset-light transportation solutions. RXO offers tech-enabled truck brokerage services together with complementary solutions including managed transportation and last mile delivery. The company combines massive capacity and cutting-edge technology to move freight efficiently through supply chains across North America. The company is headquartered in Charlotte, N.C. Visit RXO.com for more information and connect with RXO on Facebook, Twitter, LinkedIn, Instagram and YouTube.

 

Media Contact
Erin Kelly

erin.kelly@rxo.com

 

Investor Contact

Kevin Sterling

kevin.sterling@rxo.com

 

 

 

 

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Document Period End Date	Sep. 15, 2024
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Entity Registrant Name	RXO, INC.
Entity Central Index Key	0001929561
Entity Tax Identification Number	88-2183384
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11215 North Community House Road
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277
City Area Code	980
Local Phone Number	308-6058
Written Communications	false
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	RXO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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