Supply Chain News / Finance & Credit

XPO's Convertible Senior Notes

September 22, 2012
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XPO Logistics Inc. announced that it has priced its offering of $125 million aggregate principal amount of Convertible Senior Notes due 2017.

The Notes will bear interest at a rate of 4.50 percent per year, payable semiannually in arrears on April 1 and Oct. 1 of each year, beginning on April 1, 2013. XPO also granted the underwriters in the offering a 30-day option to purchase up to an additional $18.75 million aggregate principal amount of the Notes.

Morgan Stanley & Co. LLC, Deutsche Bank Securities and Jefferies & Company Inc. are the joint book-running managers for the offering. The co-managers for the offering are Avondale Partners, LLC, BB&T Capital Markets, a division of Scott & Stringfellow, LLC, FBR Capital Markets & Co., Oppenheimer & Co. Inc., Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated. XPO intends to use the net proceeds of the offering for general corporate purposes, which may include potential acquisitions.

The Notes will be convertible, under certain circumstances, into cash, shares of XPO’s common stock or a combination of cash and shares of XPO’s common stock, at XPO’s election, at an initial conversion rate of 60.8467 shares of XPO’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $16.43 per share of XPO’s common stock.

XPO may redeem the Notes for cash, at XPO’s option, in whole but not in part, on any business day on or after Oct. 1, 2015, if the last reported sale price of XPO’s common stock has been at least 130 percent of the conversion price then in effect for at least 20 trading days, including the trading day immediately preceding the date on which XPO provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which XPO provides notice of redemption at a redemption price equal to 100 percent of the principal amount of Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus a make-whole premium.

XPO expects that the offering will be completed, subject to customary closing conditions, on September 26, 2012.

The Notes are being offered pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission. A prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

Copies of the prospectus supplement and accompanying prospectus related to the offering, when available, may be obtained by contacting the following companies:

Morgan Stanley
Attn: Prospectus Department
180 Varick Street, 2nd Floor
New York, NY 10014-4606
(866) 718-1649
Prospectus@MorganStanley.com
Deutsche Bank Securities Inc.
Attn: Prospectus Group
60 Wall Street
New York, NY 10005-2836
(800) 503-4611
Prospectus.CPDG@DB.com
Jefferies & Company Inc.
Attn: Equity Syndicate Prospectus Dept.
520 Madison Avenue, 12th Floor
New York, NY, 10022
(877) 547-6340
Prospectus_Department@Jefferies.com
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