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XPO > SEC Filings for XPO > Form 8-K on 17-Oct-2013All Recent SEC Filings

Show all filings for XPO LOGISTICS, INC.



Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities

On October 10, 2013, XPO Logistics, Inc. (the "Company") entered into a privately negotiated agreement pursuant to which the Company agreed to issue an aggregate of 608,467 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), to certain holders of the Company's 4.50% Convertible Senior Notes due 2017, CUSIP 983793100 (the "Notes") in exchange for $10.0 million aggregate principal amount of the Notes. The transactions provided in the agreement closed on October 15, 2013.

The number of shares of Common Stock issued in the foregoing transaction equals the number of shares of Common Stock presently issuable to holders of the Notes upon conversion under the original terms of the Notes. In connection with the exchange transaction, the Company paid the holders of the Notes a negotiated market-based premium in cash. The issuance of shares of the Common Stock pursuant to the foregoing transaction was made in reliance on Section 4(2) of the Securities Act of 1933, as amended.

The Company evaluates its capital structure alternatives from time to time. The foregoing transaction reflects the Company's opportunistic approach to reduce outstanding indebtedness, and the corresponding cash interest payments, and simplify the Company's capital structure as favorable exchange terms are available.

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