GXO issues €500M 3.750% notes due 2030; amends credit agreements to permit netting up to $400M cash

GXO Logistics, Inc.

GXO Capital issued €500M aggregate principal of 3.750% Notes due 2030, fully and unconditionally guaranteed by GXO.
Notes mature Nov 24, 2030; interest payable annually at 3.750% starting Nov 24, 2026.
Credit agreements amended to allow netting up to $400M of unrestricted cash from consolidated leverage ratio calculation.
GXO Capital also guaranteed GXO's existing outstanding notes under a third supplemental indenture.
Underwriters include Barclays, Deutsche Bank, Goldman Sachs and others listed in the underwriting agreement.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.97

GXO Logistics, Inc. entered into Term Loan Amendment with Barclays Bank PLC, as administrative agent valued at Amendment modifying calculation of consolidated leverage ratio to net up to $400 million of unrestri (effective 2025-11-24).

Action: entry
Agreement: credit facility
Counterparty: Barclays Bank PLC, as administrative agent
Value: Amendment modifying calculation of consolidated leverage ratio to net up to $400 million of unrestri
Effective: 2025-11-24

Exact text from the filing

On November 24, 2025, GXO entered into an amendment (the “ Term Loan Amendment ”) to that certain 5-Year Term Loan Credit Agreement, dated as of May 25, 2022 (the “ Term Loan Credit Agreement ”), by and among GXO, Barclays Bank PLC, as administrative agent, and the other parties thereto

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

GXO Logistics, Inc. entered into Underwriting Agreement with Barclays Bank PLC, Deutsche Bank Aktiengesellschaft, Goldman Sachs & Co. LLC and the other underwriters named in Schedule A valued at €500 million aggregate principal amount of 3.750% Notes due 2030 (effective 2025-11-18).

Action: entry
Agreement: notes offering
Counterparty: Barclays Bank PLC, Deutsche Bank Aktiengesellschaft, Goldman Sachs & Co. LLC and the other underwriters named in Schedule A
Value: €500 million aggregate principal amount of 3.750% Notes due 2030
Effective: 2025-11-18

Exact text from the filing

In connection with the offer and sale of the Notes , GXO and GXO Capital entered into an Underwriting Agreement, dated as of November 18, 2025 (the “ Underwriting Agreement ”), with Barclays Bank PLC, Deutsche Bank Aktiengesellschaft, Goldman Sachs & Co. LLC and the other underwriters named in Schedule A thereto (the “ Underwriters ”), pursuant to which GXO Capital agreed to sell, GXO agreed to guarantee, and the Underwriters agreed to purchase, the Notes.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.97

GXO Logistics, Inc. entered into Revolver Amendment with Bank of America, N.A., as administrative agent valued at Amendment modifying calculation of consolidated leverage ratio to net up to $400 million of unrestri (effective 2025-11-24).

Action: entry
Agreement: credit facility
Counterparty: Bank of America, N.A., as administrative agent
Value: Amendment modifying calculation of consolidated leverage ratio to net up to $400 million of unrestri
Effective: 2025-11-24

Exact text from the filing

and an amendment (the “ Revolver Amendment ”, and together with the Term Loan Amendment, the “ Amendments ”) to that certain Credit Agreement, dated as of March 29, 2024 (the “ Revolving Credit Agreement ”, and together with the Term Loan Credit Agreement, the “ Credit Agreements ”), by and among GXO, Bank of America, N.A., as administrative agent, and the other parties thereto.

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GXO Logistics, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-115447

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