RXO, Inc. (RXO): debt financing — RXO completes spin-off from XPO, begins NYSE trading as standalone public company

the company, the Escrow Issuer, certain subsidiaries of the company, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a Second Supplemental Indenture (the “Supplemental Indenture”), pursuant to which the company assumed the Escrow Issuer’s rights and obligations with respect to the indenture dated as of October 25, 2022, as supplemented by the first supplemental indenture thereto dated as of October 25, 2022, in each case between the company and the Trustee, and the 7.500% Notes due 2027 issued thereunder.

On October 31, 2022, the company drew down the full $100 million available under the Term Loan Credit Agreement.

Each of Brad Jacobs, Michelle Nettles, Mary Kissel, Drew Wilkerson, Christine Breves, AnnaMaria DeSalva, Adrian Kingshott and Stephen Renna was elected as a director of the company

Each of Brad Jacobs, Michelle Nettles, Mary Kissel, Drew Wilkerson, Christine Breves, AnnaMaria DeSalva, Adrian Kingshott and Stephen Renna was elected as a director of the company

Michelle Nettles was appointed lead independent director of the board

each of Christopher Signorello and Ravi Tulsyan, who had been serving as a member of the board, ceased to be a director of the company.

each of Christopher Signorello and Ravi Tulsyan, who had been serving as a member of the board, ceased to be a director of the company.

Each of Brad Jacobs, Michelle Nettles, Mary Kissel, Drew Wilkerson, Christine Breves, AnnaMaria DeSalva, Adrian Kingshott and Stephen Renna was elected as a director of the company

Each of Brad Jacobs, Michelle Nettles, Mary Kissel, Drew Wilkerson, Christine Breves, AnnaMaria DeSalva, Adrian Kingshott and Stephen Renna was elected as a director of the company

Mary Kissel was appointed vice chairman of the board

Brad Jacobs was appointed chairman of the board

Each of Brad Jacobs, Michelle Nettles, Mary Kissel, Drew Wilkerson, Christine Breves, AnnaMaria DeSalva, Adrian Kingshott and Stephen Renna was elected as a director of the company

The company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) effective as of 11:59 p.m. on October 31, 2022

the board adopted a Code of Business Conduct and Corporate Governance Guidelines effective as of immediately prior to the Effective Time.

and amended and restated its Bylaws (the “Amended and Restated Bylaws”) effective immediately thereafter.

the company entered into several agreements with XPO that govern the relationship of the parties following the Distribution, including a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022)

On October 31, 2022, RXO, Inc. (the “company” or “RXO”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) by and between the company and XPO Logistics, Inc. (“XPO”), pursuant to which XPO agreed to transfer its North American truck brokerage business, as well as its services for managed transportation, last mile and freight forwarding to the company (the “Separation”) and distribute all of the outstanding common stock of the company to XPO stockholders of record as of the close of business on October 20, 2022 (the “Distribution”).

the company entered into several agreements with XPO that govern the relationship of the parties following the Distribution, including a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022)

On October 31, 2022, in connection with the merger of XPO Escrow Sub, LLC (the “Escrow Issuer”) with and into the company, which was consummated on such date, the company, the Escrow Issuer, certain subsidiaries of the company, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a Second Supplemental Indenture (the “Supplemental Indenture”), pursuant to which the company assumed the Escrow Issuer’s rights and obligations with respect to the indenture dated as of October 25, 2022, as supplemented by the first supplemental indenture thereto dated as of October 25, 2022, in each case between the company and the Trustee, and the 7.500% Notes due 2027 issued thereunder.

the company entered into several agreements with XPO that govern the relationship of the parties following the Distribution, including a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022)