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): September 9, 2024
RXO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-41514 | | 88-2183384 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 11215 North Community House Road, Charlotte, NC | | 28277 |
| (Address of principal executive offices) | | (Zip Code) |
| (980) 308-6058 |
| (Registrant’s telephone number, including area code) |
| |
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)) |
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| ¨ | 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(s) | | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | | RXO | | 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.
On September 9, 2024, RXO, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to sell 19,230,770 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a public offering price of $26.00 per share (the “Offering”). In connection with the Offering, the Company granted the Underwriters an option to purchase up to an additional 2,884,615 shares of Common Stock (the “Optional Shares”). The Company expects to receive net proceeds from the Offering, after deducting estimated Offering expenses payable by the Company, of approximately $479 million.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The sale of Common Stock was made pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-282002), as supplemented by a preliminary prospectus supplement, filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2024, and a final prospectus supplement, dated September 9, 2024, filed with the SEC on September 10, 2024 pursuant to Rule 424(b) under the Securities Act.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 and incorporated herein by reference.
Item 8.01 Other Events.
On September 10, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In connection with the Offering, the legal opinion as to the legality of the Common Stock sold in the Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | | Description |
| 1.1 | | Underwriting Agreement, dated September 9, 2024, by and among RXO, Inc., Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto. |
| 5.1 | | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP. |
| 23.1 | | Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1). |
| 99.1 | | Press release issued by RXO, Inc., dated September 10, 2024. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| | RXO, INC. |
| | | |
| Date: September 11, 2024 | By: | /s/ Jeffrey D. Firestone |
| | | Jeffrey D. Firestone |
| | | Chief Legal Officer and Corporate Secretary |
