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XPO > SEC Filings for XPO > Form 8-K on 27-Jan-2014All Recent SEC Filings

Show all filings for XPO LOGISTICS, INC.

Form 8-K for XPO LOGISTICS, INC.


27-Jan-2014

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On January 6, 2014, XPO Logistics, Inc. (the "Company") announced that it had entered into a definitive Agreement and Plan of Merger with Pacer International, Inc., a Tennessee corporation ("Pacer"), and Acquisition Sub, Inc., a Tennessee corporation and wholly owned subsidiary of the Company, providing for the acquisition of Pacer by the Company.

Attached hereto as Exhibit 99.1 and incorporated herein by reference is the unaudited pro forma financial information contemplated by Article 11 of Regulation S-X for the Pacer acquisition.

The consolidated balance sheets of Pacer and subsidiaries as of December 31, 2012 and December 31, 2011 and the related consolidated statements of comprehensive income, stockholders' equity and cash flows for the years ended December 31, 2012, December 31, 2011 and December 31, 2010 and the notes related thereto contemplated by Rule 3-05 of Regulation S-X are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

The condensed consolidated balance sheets of Pacer and subsidiaries as of September 30, 2013 and December 31, 2012, and the related condensed consolidated statements of comprehensive income, stockholders' equity and cash flows for the nine months ended September 30, 2013 and September 30, 2012 and the notes related thereto contemplated by Rule 3-05 of Regulation S-X are attached hereto as Exhibit 99.3 and are incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number

23.1         Consent of KPMG LLP, independent registered public accounting firm

23.2         Consent of PricewaterhouseCoopers LLP, independent registered public
             accounting firm

99.1         Pro Forma Financial Information

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

99.2         Financial Statements of Businesses Acquired

             (i) Report of Independent Registered Public Accounting Firm

             (ii) Consolidated balance sheets of Pacer International, Inc. and
             subsidiaries as of December 31, 2012 and December 31, 2011, and the
             related consolidated statements of comprehensive income, stockholders'
             equity and cash flows for the years ended December 31, 2012, December
             31, 2011 and December 31, 2010 and the notes related thereto

99.3         Financial Statements of Businesses Acquired

             (i) Condensed consolidated balance sheets of Pacer International, Inc.
             and subsidiaries as of September 30, 2013 and December 31, 2012, and
             the related condensed consolidated statements of comprehensive income,
             stockholders' equity and cash flows for the nine months ended
             September 30, 2013 and September 30, 2012 and the notes related
             thereto


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