The Board of XPO Logistics, Inc. (NYSE:XPO) announced the spin-off of its logistics segment on December 2, 2020. Under the terms of the transaction, logistics segment will be spun off as a separate publicly traded company. The spin-off would result in XPO Logistics' shareholders owning stock in both companies.

The separation will go into effect through a pro rata distribution of all outstanding shares of GXO common stock to XPO's stockholders of record at the close of business on July 23, 2021, the record date for the distribution. If the distribution is completed, each XPO stockholder will receive one share of GXO common stock for every one share of XPO common stock held on the record date. Both companies are expected to trade on the New York Stock Exchange.

At closing, the spin-off will result in separate businesses as XPORemainCo and NewCo. XPO Logistics Inc. will maintain the current name for the transportation company. The new company will be named GXO Logistics, Inc. XPO will continue to trade on the New York Stock Exchange under the ticker symbol “XPO” while GXO will trade on the NYSE under the symbol “GXO” starting August 2, 2021.

The logistics segment reported revenue of $16.65 billion, operating income of $241 million and adjusted earnings before interest, taxes, depreciation, and amortization of $554 million during the year ending December 31, 2019. XPO and GXO will be based in Greenwich, where XPO has long been based. Shares of GXO Logistics Inc. expected to begin trading on or about July 22, 2021.

Beginning on or about July 22, 2021, and expected to continue up to August 2, 2021, there will be two markets in XPO common stock on the NYSE, a “regular-way” market and an “ex-distribution” market. XPO common stock that trades in the “regular-way” market will trade with an entitlement to shares of GXO common stock distributed pursuant to the distribution, such that holders of XPO common stock who sell XPO shares regular way before August 2, 2021, will also be selling their right to receive shares of GXO common stock in the distribution. Upon completion, Bradley Jacobs will continue to serve as Chairman and Chief Executive Officer of XPO Logistics, Inc. and will become Chairman of the new company board.

Additionally, as of the date of separation, current XPO directors Oren Shaffer, Marlene Colucci and Gena Ashe will resign from the XPO board to serve as directors of GXO. Shaffer will serve as lead independent director and Colucci will serve as vice chair. Additionally, Clare Chatfield, Malcolm Wilson and Joli Gross will serve as directors of GXO.

Troy Cooper will continue to serve as XPO Logistics, Inc.'s President and the executives currently leading XPO's global logistics segment will continue to serve in senior positions with new company. Baris Oran will become the Chief Financial Officer of GXO Logistics, Inc. As per disclosure of January 12, 2021, XPO Logistics announced the senior leadership team for the intended spin-off of the company's logistics segment. Malcolm Wilson, currently Chief Executive Officer of XPO Logistics Europe, will become Chief Executive Officer of the new company's global business.

Mark Manduca will become the chief investment officer of GXO Logistics, Inc. Richard Cawston is XPO's President, supply chain logistics - Europe, and will continue in this role with the new company. Ashfaque Chowdhury is XPO's President, supply chain logistics – North Americas and Asia Pacific, and will continue in this role with the new company. Malcolm Wilson, Richard Cawston and Ashfaque Chowdhury will transition to their respective roles, subject to completion of the planned spinoff.

XPO Logistics has appointed Bill Fraine as a Chief Commercial Officer for its intended spin-off business. Maryclaire Hammond will transition to GXO as Chief Human Resources Officer. As of March 31, 2021, Sandeep Sakharkar will become the chief information officer of GXO Logistics, Inc. On May 19, 2021, XPO Logistics, Inc., announced that Angus Tweedie will be the senior vice president of strategy for its upcoming spinoff company GXO Logistics.

As of June 8, 2021, Eduardo Pelleissone has been named as President of GXO's operations in the Americas and Asia Pacific and Neil Shelton has been named Chief Strategy Officer. As of June 16, 2021, Meagan Fitzsimmons has been appointed to the leadership team of GXO Logistics, Inc. and would be responsible for GXO's global ethics and compliance infrastructure when the planned spin-off is complete. As of June 9, 2021, XPO Logistics, Inc. announced the filing of a public Form 10 registration statement for GXO Logistics with the U.S. Securities and Exchange Commission.

On July 19, 2021, XPO Logistics, Inc. announced that Jason Papastavrou plans to resign as a member of the board of directors of XPO in connection with, conditioned upon, and effective as of, the closing of the company's previously announced proposed spin-off of GXO Logistics, Inc. As mutually agreed, upon by Papastavrou and the company, Papastavrou is expected to be appointed to the board of directors of GXO, conditioned upon, and effective as of, the closing of the Spin-Off. On July 22, 2021, Karlis Kirsis has been appointed chief legal officer for GXO Logistics. The transaction is subject to various conditions, including the effectiveness of a Form 10 registration statement, receipt of a tax opinion from counsel, the refinancing of XPO Logistics' debt on terms satisfactory to the Board of Directors of XPO Logistics and final approval by the Board of Director of XPO Logistics.

On July 21, 2021, the Registration Statement became effective. The Board of Directors of XPO Logistics, Inc. unanimously approved the transaction. The transaction is currently expected to be completed in the second half of 2021.

As of June 8, 2021, the transaction is expected to be completed in third quarter of 2021. As of July 28, 2021, the transaction is expected to be completed on August 2, 2021. Goldman Sachs & Co.

LLC acted as the financial advisor and Adam O. Emmerich and Viktor Sapezhnikov of Wachtell, Lipton, Rosen & Katz acted as the legal advisor to XPO Logistics, Inc. and GXO Logistics, Inc.