RXO, a provider of asset-light transportation solutions, entered into purchase agreements with MFN Partners and certain accounts managed by Orbis Investments for a $550 million private financing.
The company intends to use the proceeds from the transaction to finance a portion of the pending acquisition of Coyote Logistics, UPS’ technology-driven, asset-light based truckload freight brokerage services business. The acquisition is expected to close in Q4/24.
In the transaction, the company is selling an aggregate of 20,954,780 shares of its common stock at a price of $20.21 per share, and pre-funded warrants to purchase 6,259,471 shares of common stock, at a price of $20.20 per warrant. The per-share price of $20.21 represents the closing price of RXO’s stock on June 21, 2024, the last day of trading before RXO announced it had reached a definitive agreement to purchase Coyote Logistics.
Goldman Sachs is serving as financial advisor to RXO, and Paul, Weiss, Rifkind, Wharton & Garrison is serving as its legal advisor.
The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended, and may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements. The company has agreed to use commercially reasonable efforts to file a registration statement with the SEC registering the resale of the common stock sold in the transaction and has agreed to hold a special meeting to obtain stockholder approval for exercise of a portion of the pre-funded warrants no later than the end of 2024.
