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XPO > SEC Filings for XPO > Form 8-K on 21-Feb-2014All Recent SEC Filings

Show all filings for XPO LOGISTICS, INC. | Request a Trial to NEW EDGAR Online Pro



Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities

On February 18, 2014, XPO Logistics, Inc. (the "Company") issued an aggregate of 704,544 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 connection with the conversion of $11.579 million aggregate principal amount of the Notes.

Between November 19, 2013 and February 18, 2014, in addition to the foregoing transactions, the Company issued an aggregate of 91,876 shares of the Company's Common Stock to certain holders of the Company's Notes in connection with the conversion of $1.510 million aggregate principal amount of the Notes.

The number of shares of Common Stock issued in the foregoing transactions 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 certain of the foregoing transactions, the Company paid the holders of the Notes participating in such transactions a market-based premium in cash. The issuance of shares of the Common Stock pursuant to the foregoing transactions was made in reliance on Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.

The Company evaluates its capital structure alternatives from time to time. The foregoing transactions reflect the Company's efforts to reduce outstanding indebtedness, and the corresponding cash interest payments, and simplify the Company's capital structure as favorable terms are available.

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