| Item 1.01. | Entry into a Material Definitive Agreement. |
Indentures
On
May 24, 2023, XPO, Inc. (“XPO”) completed its previously announced private placement of $830 million
aggregate principal amount of 6.250% senior secured notes due 2028 (the “Secured Notes”) and $450 million aggregate
principal amount of 7.125% Senior Notes due 2031 (the “Unsecured Notes” and together with the Secured Notes, the “Notes”).
The 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. The
Unsecured Notes were issued pursuant to a separate indenture dated as of May 24, 2023 (the “Unsecured Notes Indenture”,
and together with the Secured Notes Indenture, the “Indentures”) among XPO, the guarantors party thereto and U.S. Bank
Trust Company, National Association, as trustee.
The Notes were offered in the United States only
to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), and, outside the United States, only to non-U.S. investors pursuant to Regulation S
under the Securities Act. The offerings of the Notes have not been registered under the Securities Act or any state securities laws and
the Notes may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration
requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
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.
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.
The Notes will be guaranteed by each of XPO’s
direct and indirect wholly owned restricted subsidiaries (other than certain excluded subsidiaries) that guarantees or is or becomes a
borrower under XPO’s existing secured revolving credit facility or the Term Loan Credit Agreement (as defined below) (or certain
replacements thereof) or that guarantees certain capital markets indebtedness of XPO or any guarantor of the Notes.
The Secured Notes and the guarantees thereof will
be secured by substantially all of the assets of XPO and the guarantors equally and ratably with the indebtedness under the Term Loan
Credit Agreement (subject to permitted liens and certain other exceptions). The Unsecured Notes and the guarantees thereof will be unsecured,
unsubordinated indebtedness of XPO and the guarantors.
The Indentures contain certain customary covenants
and events of default (subject in certain cases to customary grace and cure periods).
The foregoing descriptions of the Indentures do
not purport to be complete and are qualified in their entirety by reference to the Secured Notes Indenture and Unsecured Notes Indenture,
as applicable, copies of which are filed as Exhibit 4.1 and 4.2 hereto, respectively, and are incorporated into this Item 1.01 by
reference.
Term Loan Credit Agreement
On
May 24, 2023, XPO entered into that certain Refinancing Amendment (Amendment No. 8 to Credit Agreement) (the “Amendment”),
by and among XPO, its subsidiaries signatory thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc.,
in its capacity as administrative agent (the “Administrative Agent”), amending that certain Senior Secured Term Loan
Credit Agreement, dated as of October 30, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to
time, the “Term Loan Credit Agreement”), by and among XPO, its subsidiaries from time to time party thereto, as guarantors,
the lenders from time to time party thereto and the Administrative Agent.
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.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1
hereto and is incorporated into this Item 1.01 by reference.
On May 24, 2023, XPO used the net proceeds
from the New Term Loans and the Notes, together with cash on hand, to repay $1.93 billion in aggregate principal amount of Existing Term
Loans and to pay related fees, expenses, and accrued interest. The remaining portion of the Existing Term Loans are expected to be repaid
with cash on hand in the second quarter of 2023.