On May 25, 2022, GXO Logistics, Inc. entered into a Term Loan Credit Agreement with the lenders and other parties from time to time party thereto and Barclays Bank plc, as administrative agent (the “Term Loan Credit Agreement”). The Term Loan Credit Agreement provides for a five-year $500 million unsecured term facility that may be borrowed by the Company in a single draw beginning on May 24, 2022, the date that the acquisition of the entire issued ordinary share capital of Clipper Logistics plc (the “Acquisition”) by the Company was consummated, subject to the satisfaction of certain customary conditions. 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 the adjusted secured overnight financing rate 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 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, the remaining commitments under the previously announced Bridge Term Loan Credit Agreement, dated as of February 28, 2022, among GXO, the lenders and other parties from time to time party thereto and Barclays Bank plc, as administrative agent, automatically terminated.



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.