---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-057479"
form_type: "8-K"
ticker: "GXO"
cik: "0001852244"
company_name: "GXO Logistics, Inc."
filed_at: "2024-05-06T23:59:59+00:00"
generated_at: "2026-06-02T22:25:22.666255+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# GXO issues $1.1B in senior notes to fund Wincanton acquisition and refinancing

## Summary
- Issued $600M 6.250% notes due 2029 and $500M 6.500% notes due 2034.
- Net proceeds to fund Wincanton plc acquisition, repay debt, fees, and for general corporate purposes.
- Concurrently reduced bridge term loan and term loan credit commitments to zero.
- If Wincanton acquisition fails by specified date, notes subject to special mandatory redemption at 101% of principal plus accrued interest.

## SEC filing metadata
- accession: 0001104659-24-057479
- form_type: 8-K
- ticker: GXO
- cik: 0001852244
- company_name: GXO Logistics, Inc.
- filed_at: 2024-05-06T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1852244/000110465924057479/0001104659-24-057479-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1852244/000110465924057479/tm2413514d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-057479
- JSON: https://secwatch.observer/filing/0001104659-24-057479.json
- Plain text: https://secwatch.observer/filing/0001104659-24-057479.txt

## Key facts
- Debt Financings
  GXO Logistics, Inc. incurred senior notes of $1.1 billion in aggregate principal amount with Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee at 6.250% per year for the 2029 notes and 6.500% per year for the 2034 notes maturing May 6, 2029 for the 2029 notes and May 6, 2034 for the 2034 notes.
  - Instrument: senior notes
  - Principal: $1.1 billion in aggregate principal amount
  - Counterparty: Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee
  - Rate: 6.250% per year for the 2029 notes and 6.500% per year for the 2034 notes
  - Maturity: May 6, 2029 for the 2029 notes and May 6, 2034 for the 2034 notes
  - Event: incurrence
  source text: On May 6, 2024, GXO Logistics, Inc. (“ GXO ”) completed its previously announced offering of $1.1 billion in aggregate principal amount of senior notes, consisting of $600 million in aggregate principal amount of notes due 2029 (the “ 2029 notes ”) and $500 million in aggregate principal amount of notes due 2034 (the “ 2034 notes ”, and together with the 2029 notes, the “ notes ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1852244/000110465924057479/0001104659-24-057479-index.htm
- Material Agreements
  GXO Logistics, Inc. entered into Indenture dated as of July 2, 2021, as supplemented by Second Supplemental Indenture dated May 6, 2024 with Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association) valued at $1.1 billion aggregate principal amount of senior notes ($600 million 2029 notes at 6.250% and $500 (effective 2024-05-06).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association)
  - Value: $1.1 billion aggregate principal amount of senior notes ($600 million 2029 notes at 6.250% and $500
  - Effective: 2024-05-06
  source text: On May 6, 2024, GXO Logistics, Inc. (“ GXO ”) completed its previously announced offering of $1.1 billion in aggregate principal amount of senior notes, consisting of $600 million in aggregate principal amount of notes due 2029 (the “ 2029 notes ”) and $500 million in aggregate principal amount of notes due 2034 (the “ 2034 notes ”, and together with the 2029 notes, the “ notes ”). The notes were issued pursuant to an indenture dated as of July 2, 2021 (the “ Base Indenture ”), as supplemented by the Second Supplemental Indenture dated as of May 6, 2024 (the “ Supplemental Indenture ”, and the Base Indenture as amended or supplemented by the Supplemental Indenture, the “ Indenture ”), in each case between GXO and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “ Trustee ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1852244/000110465924057479/0001104659-24-057479-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.