UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 29, 2024
GXO LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40470 | 86-2098312 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification
Number) |
Two American Lane
Greenwich, Connecticut | 06831 |
(Address of principal executive
offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 489-1287
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | GXO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
Term Loan Credit Agreement
On March 29, 2024, GXO Logistics, Inc. (the “Company” or “GXO”), entered into a Term Loan Credit Agreement with the lenders and other parties from time to time party thereto and Bank of America N.A., as administrative agent (the “Term Loan Credit Agreement”).
The Term Loan Credit Agreement provides for a three-year multicurrency £250 million unsecured term facility, that may be borrowed by the Company in multiple draws beginning on the date that the acquisition of not less than the majority of the issued ordinary share capital of Wincanton plc (the “Acquisition”) by the Company or one of its subsidiaries is consummated, subject to the satisfaction (or waiver) of certain customary conditions.
The Term Loan Credit Agreement provides that, subject to certain exceptions, net cash proceeds received by the Company from certain debt issuances by the Company and its subsidiaries prior to the funding of the Term Loan Credit Agreement shall result in commitment reductions. The proceeds of borrowings under the Term Loan Credit Agreement may be used to finance, among other things, the Acquisition, the Company’s incurrence, redemption, replacement or refinancing of indebtedness in connection with the Acquisition and to pay related fees and expenses.
Loans under the Term Loan Credit Agreement will bear interest at a fluctuating rate per annum equal to, (a) with respect to borrowings in Dollars, at GXO’s option, the alternate base rate or Term SOFR (as defined in the Term Loan Credit Agreement) and (b) with respect to borrowings in Pounds Sterling, Daily Simple SONIA Rate (as defined in the Term Loan Credit Agreement), in each case, plus an applicable margin calculated based on GXO’s credit ratings.
The Term Loan Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default customary for unsecured financings of this type, including negative covenants that, among other things limit the ability of the Company and its subsidiaries to incur liens, limit the ability of the Company to make certain fundamental changes and limit the ability of certain of its subsidiaries to incur indebtedness, in each case subject to a number of important exceptions and qualifications. In addition, the Term Loan Credit Agreement requires the Company, beginning with the last day of the first full fiscal quarter following the initial funding of loans under the Term Loan Credit Agreement, to maintain a consolidated leverage ratio less than or equal to a specified maximum consolidated leverage ratio.
Concurrently with the effectiveness of the Term Loan Credit Agreement, GXO reduced the commitments under the previously announced Bridge Term Loan Credit Agreement, dated as of February 29, 2024, among GXO, the lenders and other parties from time to time party thereto and Bank of America, N.A., as administrative agent, by the aggregate amount of commitments under the Term Loan Credit Agreement.
A copy of the Term Loan Credit Agreement is included herein as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Term Loan Credit Agreement is qualified in its entirety by reference to the full text of the Term Loan Credit Agreement.
Many of the lenders under the Term Loan Credit Agreement and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
Revolving Credit Agreement
On March 29, 2024, the Company entered into a Credit Agreement with the lenders and other parties from time to time party thereto and Bank of America N.A., as administrative agent and an issuing lender (the “Revolving Credit Agreement”).
The Revolving Credit Agreement is a five-year unsecured, multicurrency revolving facility. Initially, the aggregate commitment of all lenders under the Revolving Credit Agreement will be equal to $800 million, of which $100 million will be available for the issuance of letters of credit.
GXO may, subject to the satisfaction (or waiver) of certain customary conditions set forth in the Revolving Credit Agreement, borrow, repay and reborrow revolving loans at any time prior to the earlier of (a) the fifth anniversary of the Closing Date, or any later date to which such date may be extended pursuant to the Revolving Credit Agreement and (b) the date of termination in whole of the lenders’ commitments under the Revolving Credit Agreement in accordance with the terms thereof. Revolving loans and letters of credit will be available, at the option of GXO, in U.S. dollars, Canadian dollars, Pounds Sterling, Euros or any other currency approved in accordance with the terms of the Revolving Credit Agreement.
Loans under the Revolving Credit Agreement will bear interest at a fluctuating rate per annum equal to (a) with respect to borrowings in Dollars, at GXO’s option the alternate base rate or Term SOFR (as defined in the Revolving Credit Agreement), (b) with respect to borrowings in Canadian Dollars, Term CORRA (as defined in the Revolving Credit Agreement), (c) with respect to borrowings in Pounds Sterling, Daily Simple SONIA Rate (as defined in the Revolving Credit Agreement) and (d) with respect to borrowings in Euros, EURIBOR (as defined in the Revolving Credit Agreement), in each case, plus an applicable margin calculated based on GXO’s credit ratings.
The Revolving Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default customary for unsecured financings of this type, including negative covenants that, among other things, limit the ability of the Company and its subsidiaries to incur liens, limit the ability of the Company to make certain fundamental changes and limit the ability of certain of its subsidiaries to incur indebtedness, in each case subject to a number of important exceptions and qualifications. In addition, the Revolving Credit Agreement requires the Company, beginning with the last day of the first full fiscal quarter following the effective date of the Revolving Credit Agreement, to maintain a consolidated leverage ratio less than or equal to a specified maximum consolidated leverage ratio.
A copy of the Revolving Credit Agreement is included herein as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the Revolving Credit Agreement is qualified in its entirety by reference to the full text of the Revolving Credit Agreement.
Many of the lenders under the Revolving Credit Agreement and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.
| | Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
Number | | Exhibit Title or Description |
| 10.1 | | Term Loan Credit Agreement, dated as of March 29, 2024, by and among GXO, the lenders and other parties from time to time party thereto, and Bank of America, N.A., as Administrative Agent |
| 10.2 | | Credit Agreement, dated as of March 29, 2024, by and among GXO, the lenders and other parties from time to time party thereto, and Bank of America, N.A., as Administrative Agent |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 1, 2024 | GXO Logistics, Inc. |
| | |
| | By: | /s/ Karlis P. Kirsis |
| | | Chief Legal Officer |
