XPO Logistics (XPO) Prices 5M Share Offering at $138/sh

XPO Logistics, Inc. (NYSE: XPO) today announced the pricing of a registered underwritten offering of 5 million shares of its common stock at $138.00 per share, before underwriting discounts and commissions. The offering consists of 2.5 million shares to be sold by the company and 2.5 million shares to be sold by Jacobs Private Equity, LLC, the selling stockholder and an affiliate of Brad Jacobs, XPO’s chairman and chief executive officer. The offering is expected to close on July 1, 2021, subject to customary closing conditions. In addition, XPO and the selling stockholder granted the underwriters a 30-day option to purchase up to an aggregate of 750,000 additional shares at the public offering price, less underwriting discounts and commissions, with any purchased shares split equally between XPO and the selling stockholder.

XPO expects to use the net proceeds from this offering to repay a portion of its outstanding borrowings and for general corporate purposes. XPO will not receive any proceeds from the sale of shares by the selling stockholder.

Goldman Sachs & Co. LLC, Citigroup and Barclays are the lead joint book-running managers for the offering. Credit Agricole CIB and Deutsche Bank Securities are also acting as joint book-running managers.

A shelf registration statement relating to the securities being offered was filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on April 2, 2021. A preliminary prospectus supplement and accompanying prospectus related to the offering have been filed with the SEC and are available at the SEC’s website located at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Any offers of the company’s common stock will be made only by means of a prospectus and the related preliminary prospectus supplement, copies of which may be obtained, when available, from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-212-902-1171 or email: [email protected], or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146, or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or email: [email protected] or telephone at 1-888-603-5847.

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