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XPO > SEC Filings for XPO > Form 8-K/A on 5-Aug-2013All Recent SEC Filings

Show all filings for XPO LOGISTICS, INC.

Form 8-K/A for XPO LOGISTICS, INC.


5-Aug-2013

Completion of Acquisition or Disposition of Assets, Financial Statements an


Item 2.01. Completion of Acquisition or Disposition of Assets.

This Amendment No. 1 to Form 8-K amends our Form 8-K dated July 12, 2013, originally filed with the Securities and Exchange Commission ("SEC") on July 15, 2013 (the "Original Report"). We filed the Original Report to report the Stock Purchase Agreement with 3PD Holding, Inc. ("3PD"), Logistics Holding Company Limited, Mr. Karl Meyer, Karl Frederick Meyer 2008 Irrevocable Trust II, Mr. Randall Meyer, Mr. Daron Pair and Mr. James J. Martell to acquire all of the outstanding capital stock of 3PD.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The consolidated balance sheets of 3PD Holding, Inc. and subsidiaries as of December 31, 2012 and December 31, 2011 and the related consolidated statements of comprehensive loss, changes in stockholders' equity and cash flows for the years ended December 31, 2012, December 31, 2011 and December 31, 2010 required by this Item 9.01(a) are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

The consolidated balance sheets of 3PD Holding, Inc. and subsidiaries as of June 30, 2013 and December 31, 2012, and the related consolidated statements of comprehensive loss, changes in stockholders' equity and cash flows for the six months ended June 30, 2013 and June 30, 2012 required by this Item 9.01(a) are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information required by Item 9.01(b) pursuant to Article 11 of Regulation S-X is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

Exhibit
Number

23.1         Consent of Cherry Bekaert LLP, independent auditor

99.1         Pro Forma Financial Information

             Unaudited pro forma condensed combined balance sheet as of June 30,
             2013, and statements of operations for the six months ended June 30,
             2013 and the year ended December 31, 2012

99.2         Financial Statements of Businesses Acquired

             (i) Report of Independent Auditor

             (ii) Consolidated balance sheets of 3PD Holding, Inc. and subsidiaries
             as of December 31, 2012 and December 31, 2011, and the related
             consolidated statements of comprehensive loss, changes in
             stockholders' equity and cash flows for the years ended December 31,
             2012, December 31, 2011 and December 31, 2010

99.3         Financial Statements of Businesses Acquired

             (i) Consolidated balance sheets of 3PD Holding, Inc. and subsidiaries
             as of June 30, 2013 and December 31, 2012, and the related
             consolidated statements of comprehensive loss, changes in
             stockholders' equity and cash flows for the six months ended June 30,
             2013 and June 30, 2012


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