XPO, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
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
On and following the Closing Date, GXO may, subject to the satisfaction (or
waiver) of certain 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
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 the reserve adjusted LIBOR rate, (b) with respect to borrowings in Canadian Dollars, the reserve adjusted CDOR rate and (c) with respect to borrowings in Euros, the reserve adjusted EURIBOR rate, 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, after the spin-off, limit the ability of GXO and its subsidiaries to incur liens, limit the ability of GXO to make certain fundamental changes and limit the ability of certain of GXO's subsidiaries to incur indebtedness, in each case subject to a number of important exceptions and qualifications. In addition, the Revolving Credit Agreement requires, after the spin-off, GXO to maintain a maximum consolidated leverage ratio.
A copy of the Revolving Credit Agreement is included herein as Exhibit 10.1 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 No. Description 10.1 Credit Agreement, dated as ofJune 23, 2021 , by and among GXOLogistics, Inc. , the lenders and other parties from time to time party thereto, andCitibank, N.A ., as Administrative Agent and an Issuing Lender. 104 Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document Forward-looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including the statements above regarding plans, benefits and timing of the contemplated spin-off transaction. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan," "potential," "predict," "should," "will," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target," "trajectory" or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors the company believes are appropriate in the circumstances.
These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions that may cause actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward-looking statements. Factors that might cause or contribute to a material
difference include the risks discussed in our filings with the
All forward-looking statements set forth in this Current Report on Form 8-K are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this Current Report on Form 8-K speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.
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