--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-064277" form_type: "8-K" ticker: "XPO" cik: "0001166003" company_name: "XPO, Inc." filed_at: "2023-05-25T23:59:59+00:00" generated_at: "2026-06-14T14:10:36.913555+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # XPO issues $1.28B in notes and $700M term loan to refinance $1.93B debt ## Summary - Issued $830M of 6.250% senior secured notes due 2028 and $450M of 7.125% senior unsecured notes due 2031. - Obtained $700M of new Term B-2 loans under existing credit facility, maturing May 24, 2028. - Net proceeds used to repay $1.93B of existing Term B loans and pay fees and accrued interest. - Amended credit agreement; released security interest on two real properties in California. ## SEC filing metadata - accession: 0001104659-23-064277 - form_type: 8-K - ticker: XPO - cik: 0001166003 - company_name: XPO, Inc. - filed_at: 2023-05-25T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 1.01, 2.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1166003/000110465923064277/0001104659-23-064277-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1166003/000110465923064277/tm2316602d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-064277 - JSON: https://secwatch.observer/filing/0001104659-23-064277.json - Plain text: https://secwatch.observer/filing/0001104659-23-064277.txt ## Key facts - Debt Financings XPO, Inc. incurred term loan of $700 million of new term loans with Morgan Stanley Senior Funding, Inc. at Term SOFR rate (subject to a 0.00% floor) or a base rate, plus an applicable mar maturing May 24, 2028. - Instrument: term loan - Principal: $700 million of new term loans - Counterparty: Morgan Stanley Senior Funding, Inc. - Rate: Term SOFR rate (subject to a 0.00% floor) or a base rate, plus an applicable mar - Maturity: May 24, 2028 - Event: incurrence source text: Pursuant to the Amendment, XPO obtained $700 million of new term loans under the Term Loan Credit Agreement (the “ New Term Loans ”) having substantially similar terms as the existing term loans thereunder (the “ Existing Term Loans ”), except with respect to maturity date, issue price, interest rate, prepayment premiums in connection with certain voluntary prepayments and certain other provisions. The New Term Loans will bear interest at a rate per annum equal to, at XPO’s option, either (a) a Term SOFR rate (subject to a 0.00% floor) or (b) a base rate, in each case, plus an applicable margin of 2.00% for Term SOFR loans or 1.00% for base rate loans. The New Term Loans were issued at an issue price of 99.5% of the face amount thereof. The New Term Loans will mature on May 24, 2028. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000110465923064277/0001104659-23-064277-index.htm - Debt Financings XPO, Inc. incurred senior notes of $830 million aggregate principal amount of 6.250% senior secured notes due 2028 with U.S. Bank Trust Company, National Association at 6.250% per annum, payable semiannually in cash in arrears on June 1 and December maturing June 1, 2028. - Instrument: senior notes - Principal: $830 million aggregate principal amount of 6.250% senior secured notes due 2028 - Counterparty: U.S. Bank Trust Company, National Association - Rate: 6.250% per annum, payable semiannually in cash in arrears on June 1 and December - Maturity: June 1, 2028 - Event: incurrence source text: The Secured Notes will bear interest at a rate of 6.250% per annum, payable semiannually in cash in arrears on June 1 and December 1 of each year, commencing December 1, 2023. The Secured Notes will mature on June 1, 2028. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000110465923064277/0001104659-23-064277-index.htm - Debt Financings XPO, Inc. incurred senior notes of $450 million aggregate principal amount of 7.125% Senior Notes due 2031 with U.S. Bank Trust Company, National Association at 7.125% per annum, payable semiannually in cash in arrears on June 1 and December maturing June 1, 2031. - Instrument: senior notes - Principal: $450 million aggregate principal amount of 7.125% Senior Notes due 2031 - Counterparty: U.S. Bank Trust Company, National Association - Rate: 7.125% per annum, payable semiannually in cash in arrears on June 1 and December - Maturity: June 1, 2031 - Event: incurrence source text: The Unsecured Notes will bear interest at a rate of 7.125% per annum, payable semiannually in cash in arrears on June 1 and December 1 of each year, commencing December 1, 2023. The Unsecured Notes will mature on June 1, 2031. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000110465923064277/0001104659-23-064277-index.htm - Material Agreements XPO, Inc. entered into Secured Notes Indenture with U.S. Bank Trust Company, National Association valued at $830 million (effective 2023-05-24). - Action: entry - Agreement: notes offering - Counterparty: U.S. Bank Trust Company, National Association - Value: $830 million - Effective: 2023-05-24 source text: he Secured Notes were issued pursuant to an indenture dated as of May 24, 2023 (the “ Secured Notes Indenture ”) among XPO, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000110465923064277/0001104659-23-064277-index.htm - Material Agreements XPO, Inc. amended Refinancing Amendment (Amendment No. 8 to Credit Agreement) with Morgan Stanley Senior Funding, Inc. valued at $700 million (effective 2023-05-24). - Action: amendment - Agreement: credit facility - Counterparty: Morgan Stanley Senior Funding, Inc. - Value: $700 million - Effective: 2023-05-24 source text: ay 24, 2023, XPO entered into that certain Refinancing Amendment (Amendment No. 8 to Credit Agreement) (the “ Amendment ”), evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000110465923064277/0001104659-23-064277-index.htm - Material Agreements XPO, Inc. entered into Unsecured Notes Indenture with U.S. Bank Trust Company, National Association valued at $450 million (effective 2023-05-24). - Action: entry - Agreement: notes offering - Counterparty: U.S. Bank Trust Company, National Association - Value: $450 million - Effective: 2023-05-24 source text: mong XPO, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000110465923064277/0001104659-23-064277-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.