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XPO > SEC Filings for XPO > Form 8-K on 5-Feb-2014All Recent SEC Filings

Show all filings for XPO LOGISTICS, INC.



Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

On January 30, 2014, XPO Logistics, Inc. ("we," "us," "our" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC, as representative of the several underwriters listed on Schedule II thereto, relating to the public offering of 15,000,000 shares of the Company's Common Stock, par value $0.001 per share, for total gross proceeds of $375,000,000. The public offering price is $25.00 per share of Common Stock. In addition, the Underwriting Agreement provides the underwriters a 30-day option to purchase up to an additional 2,250,000 shares of Common Stock from the Company.

We expect the offering to close on February 5, 2014, subject to the satisfaction of customary closing conditions. The net proceeds to us from the offering are expected to be approximately $359,450,000, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The offering is being made pursuant to our automatic shelf registration statement on Form S-3 (File No. 333-193582), which was filed with the Securities and Exchange Commission on January 27, 2014, and a prospectus supplement thereunder.

The Underwriting Agreement is attached hereto as an exhibit to provide information regarding its terms, but is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement as of specific dates indicated therein, were solely for the benefit of the parties to the agreement and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The opinion of Skadden, Arps, Slate, Meagher & Flom LLP, relating to the validity of the shares offered and sold pursuant to the Underwriting Agreement, is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

  No.                                 Exhibit Description

 1.1         Underwriting Agreement, dated January 30, 2014, among XPO Logistics,
             Inc. and Credit Suisse Securities (USA) LLC, as representative of the
             several underwriters listed on Schedule II to the Underwriting

 5.1         Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1         Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
             Exhibit 5.1)

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