XPO Logistics’ $690 Million Common Stock Offering

Wachtell, Lipton, Rosen & Katz represented XPO Logistics in the offering, while Davis Polk advised the representatives of the underwriters.

XPO Logistics, Inc. (NYSE: XPO) 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.

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.

XPO Logistics, Inc. (NYSE: XPO) provides cutting-edge supply chain solutions to the most successful companies in the world, with two business segments: transportation and logistics. The company helps more than 50,000 customers manage their supply chains most efficiently, using a network of 1,621 locations in 30 countries and approximately 140,000 team members, including 108,000 employees and 32,000 temporary workers. The company’s corporate headquarters are in Greenwich, Conn., USA.

Wachtell Lipton’s team advising XPO was led by partners Adam O. Emmerich (Picture) and Viktor Sapezhnikov and included Kirby M. Smith, Associate, Lucas Wozny, Associate, Anna M. D’Ginto, Associate (Corporate), Gregory E. Pessin, Partner, John R. Sobolewski, Partner, Benjamin S. Arfa, Associate (Finance), T. Eiko Stange, Partner, and Liam N. Murphy, Associate (Tax).

The Davis Polk corporate team advising Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and Barclays Capital Inc. as representatives of the underwriters, included partner Yasin Keshvargar and associates David Li, Jordyn Giannone, Michael Stromquist and Dana Sorbi. Partner Ethan R. Goldman and associate Bree Gong provided tax advice.

Involved fees earner: Jordyn Giannone – Davis Polk & Wardwell; Ethan Goldman – Davis Polk & Wardwell; Bree Gong – Davis Polk & Wardwell; Yasin Keshvargar – Davis Polk & Wardwell; Dana Sorbi – Davis Polk & Wardwell; Michael Stromquist – Davis Polk & Wardwell; Benjamin Arfa – Wachtell, Lipton, Rosen & Katz; Anna D’Ginto – Wachtell, Lipton, Rosen & Katz; Adam Emmerich – Wachtell, Lipton, Rosen & Katz; Liam Murphy – Wachtell, Lipton, Rosen & Katz; Gregory Pessin – Wachtell, Lipton, Rosen & Katz; Viktor Sapezhnikov – Wachtell, Lipton, Rosen & Katz; Kirby Smith – Wachtell, Lipton, Rosen & Katz; John Sobolewski – Wachtell, Lipton, Rosen & Katz; Eiko Stange – Wachtell, Lipton, Rosen & Katz; Lucas Wozny – Wachtell, Lipton, Rosen & Katz; David Li – White & Case;

Law Firms: Davis Polk & Wardwell; Wachtell, Lipton, Rosen & Katz; White & Case;

Clients: Barclays Capital ; Citigroup Global Markets Ltd; Goldman Sachs & Co.; XPO Logistics, Inc.;

Author: Martina Bellini