8-K
filed November 1, 2022, 7:59 PM ET
ticker XPO
CIK 0001166003
other material
confidence high
sentiment neutral
materiality 0.80
XPO, Inc. (XPO): M&A transaction — XPO completes spin-off of RXO; pro forma revenue drops to $7.2B (2021) from $12.8B
XPO, Inc.
- Spin-off effective Nov 1, 2022; XPO stockholders received one RXO share per XPO share held on Oct 20, 2022.
- Pro forma 2021 revenue $7.2B, diluted EPS $0.80 (vs. historical $2.82), reflecting discontinuation of RXO and Intermodal.
- Pro forma 2020 revenue $6.2B, diluted EPS $(1.54) (vs. historical $(0.45)).
- XPO received $554M cash from RXO and repaid $545M debt; pro forma long-term debt $2.3B.
- Mario Harik appointed CEO, Brad Jacobs named executive chairman; three new directors appointed.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Kissel resigned as Director at XPO, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
AnnaMaria DeSalva, Adrian Kingshott and Mary Kissel resigned from the company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brad Jacobs was appointed as Executive Chairman at XPO, Inc..
- Action
- appointed
- Role
- Executive Chairman
Exact text from the filing
Brad Jacobs was appointed executive chairman of the company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mario Harik was appointed as Chief Executive Officer at XPO, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Mario Harik was appointed chief executive officer of the company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
AnnaMaria DeSalva resigned as Director at XPO, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
AnnaMaria DeSalva, Adrian Kingshott and Mary Kissel resigned from the company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Irene Moshouris was appointed as Director at XPO, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Bella Allaire, Mario Harik and Irene Moshouris were each appointed as a director of the company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bella Allaire was appointed as Director at XPO, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Bella Allaire, Mario Harik and Irene Moshouris were each appointed as a director of the company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mario Harik was appointed as Director at XPO, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Bella Allaire, Mario Harik and Irene Moshouris were each appointed as a director of the company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adrian Kingshott resigned as Director at XPO, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
AnnaMaria DeSalva, Adrian Kingshott and Mary Kissel resigned from the company’s board of directors
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
XPO, Inc. completed a disposition involving RXO, Inc. for One share of RXO common stock for every one share of the company's common stock held as of October 20, 2022 (the Record Date) (closed 2022-11-01).
- Action
- disposition
- Counterparty
- RXO, Inc.
- Consideration
- One share of RXO common stock for every one share of the company's common stock held as of October 20, 2022 (the Record Date)
- Closing
- 2022-11-01
Exact text from the filing
This Current Report on Form 8-K is being filed in connection with the closing on November 1, 2022 at 12:01 a.m. Eastern Time of the previously announced separation (the “Separation”) of the tech-enabled brokered transportation platform of XPO Logistics, Inc. (“XPO” or the “company”) from the company’s less-than-truckload transportation segment and European transportation business. The Separation was effected by the transfer of the company’s North American truck brokerage business, as well as its services for managed transportation, last mile and freight forwarding, from the company to RXO, Inc. (“RXO”) and the distribution of all of the outstanding shares of RXO common stock to the company’s stockholders (the “Distribution”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
XPO, Inc. entered into Separation and Distribution Agreement with RXO (effective 2022-10-31).
- Action
- entry
- Agreement
- supply
- Counterparty
- RXO
- Effective
- 2022-10-31
Exact text from the filing
the company entered into several agreements with RXO that govern the relationship of the parties following the Distribution, including a Separation and Distribution Agreement, a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022), and an Intellectual Property License Agreement (entered into on October 24, 2022, as disclosed in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 25, 2022).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
XPO, Inc. entered into Employee Matters Agreement with RXO (effective 2022-10-31).
- Action
- entry
- Agreement
- license
- Counterparty
- RXO
- Effective
- 2022-10-31
Exact text from the filing
the company entered into several agreements with RXO that govern the relationship of the parties following the Distribution, including a Separation and Distribution Agreement, a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022), and an Intellectual Property License Agreement (entered into on October 24, 2022, as disclosed in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 25, 2022).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
XPO, Inc. entered into Tax Matters Agreement with RXO (effective 2022-10-31).
- Action
- entry
- Agreement
- license
- Counterparty
- RXO
- Effective
- 2022-10-31
Exact text from the filing
the company entered into several agreements with RXO that govern the relationship of the parties following the Distribution, including a Separation and Distribution Agreement, a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022), and an Intellectual Property License Agreement (entered into on October 24, 2022, as disclosed in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 25, 2022).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
XPO, Inc. entered into Transition Services Agreement with RXO (effective 2022-10-31).
- Action
- entry
- Agreement
- license
- Counterparty
- RXO
- Effective
- 2022-10-31
Exact text from the filing
the company entered into several agreements with RXO that govern the relationship of the parties following the Distribution, including a Separation and Distribution Agreement, a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022), and an Intellectual Property License Agreement (entered into on October 24, 2022, as disclosed in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 25, 2022).
View on SEC.gov
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