XPO Logistics said it has closed its agreement to acquire Con-Way in a deal valued at $3 billion. Morgan Stanley, acting as sole administrative agent, provided the financing to support the transaction.
XPO Logistics announced that it has consummated the previously announced agreement to acquire Con-way. The transaction makes XPO the second largest less-than-truckload (LTL) provider in North America; expands the company’s global contract logistics, managed transportation and freight brokerage businesses; and adds truckload transportation in North America.
All of the acquired operations – Con-way Freight, Menlo Logistics, Con-way Truckload and Con-way Multimodal – are now operating under the single global brand of XPO Logistics.
In connection with the completion of the acquisition, XPO entered into a new $1.75 billion term loan credit agreement, the proceeds of which were used, together with cash on hand, to finance a portion of the acquisition consideration as well as other costs and expenses related to the transaction. XPO also entered into a new $1.0 billion asset-based revolving credit facility, which replaced XPO’s existing $415 million asset-based revolving credit facility.
According to a related 8-K filing, Morgan Stanley Senior Funding, acting as sole administrative agent, sole bookrunner and sole lead arranger, provided a $2.025 billion senior secured bridge facility and a $415 million backstop asset-based revolver to support the financing of the acquisition.
J.P. Morgan and Morgan Stanley served as financial advisors to XPO Logistics, and Wachtell, Lipton, Rosen & Katz acted as legal advisor. Citigroup served as financial advisor to Con-way, and Sidley Austin acted as legal advisor.