- Creates the third-largest provider of brokered transportation
in North America – a scaled industry leader
- Strategic transaction immediately and significantly accretive
to RXO’s adjusted diluted earnings per share and adjusted free cash
flow
- Expands RXO’s market position with increased capacity for
customers and increased access to freight for carriers
- Purchase price of $1.025 billion in cash
- RXO to fund the transaction with mix of equity and debt that is
expected to be neutral to leverage; fully committed equity from two
of RXO’s largest shareholders represents over 50% of purchase
price
RXO (NYSE: RXO) has entered into a definitive agreement to
acquire Coyote Logistics, an asset-light freight brokerage
business, for $1.025 billion from UPS. This acquisition will
enhance RXO’s market position, diversify and expand its customer
base, and broaden its carrier network. At closing, RXO will be the
third-largest provider of brokered transportation in North
America.
“RXO’s highly accretive acquisition of Coyote will immediately
increase the scale of our brokerage business, providing customers
with more capacity across a wider array of power lanes,” said Drew
Wilkerson, chief executive officer of RXO. “RXO will realize
significant synergies from the acquisition by quickly integrating
Coyote’s business into RXO and leveraging our cutting-edge
technology. The addition of Coyote’s customer base will diversify
RXO’s vertical mix and will increase the number of customers that
do more than $1 million in business with us by approximately 80%.
This acquisition will provide RXO with both immediate and long-term
opportunities for revenue and earnings growth and will generate
significant returns for shareholders. I look forward to welcoming
Coyote’s employees to our team and working together to achieve
excellent results for our customers, shareholders, carrier partners
and employees for years to come.”
The transaction is expected to be immediately and significantly
accretive to RXO’s adjusted diluted earnings per share and adjusted
free cash flow.
Under the terms of the agreement, RXO will pay $1.025 billion in
cash for Coyote. RXO will continue to serve UPS’s brokered
transportation needs under a contract that runs through January
2030.
The acquired business generated approximately $3.2 billion in
revenue in 2023 with approximately $470 million in gross margin and
approximately $86 million of adjusted EBITDA1.
RXO expects annualized cost synergies of at least $25
million.
The transaction will be funded with a mix of equity and debt,
including a $300 million equity investment from MFN Partners and a
$250 million equity investment from Orbis Investments, two of RXO’s
largest shareholders. The transaction is backstopped by fully
committed financing and is expected to be neutral to leverage.
RXO’s Board of Directors has unanimously approved the
transaction, which is subject to customary closing conditions and
regulatory approvals and is expected to close by the end of
2024.
Goldman Sachs & Co. LLC is serving as financial advisor to
RXO, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is
serving as its legal advisor.
RXO reaffirms its second quarter adjusted EBITDA outlook and
continues to expect adjusted EBITDA between $24 million and $30
million.
Conference Call
RXO will hold a conference call and webcast to discuss the
planned acquisition on Monday, June 24 at 8:00 a.m. Eastern
Daylight Time. Participants can call in toll-free (from
U.S./Canada) at +1-888-259-6580; international callers dial
+1-206-962-3782. The conference ID is 58041361. A live webcast of
the conference call will be available on the investor relations
area of the company’s website, http://investors.rxo.com.
A replay of the conference call will be available through July
15, 2024, by calling toll-free (from U.S./Canada) +1-877-674-7070;
international callers dial +1-416-764-8692. Use the passcode
041361#. Additionally, the call will be archived on
http://investors.rxo.com.
About RXO
RXO (NYSE: RXO) is a leading provider of asset-light
transportation solutions. RXO offers tech-enabled truck brokerage
services together with complementary solutions including managed
transportation, freight forwarding and last mile delivery. The
company combines massive capacity and cutting-edge technology to
move freight efficiently through supply chains across North
America. The company is headquartered in Charlotte, N.C. Visit
RXO.com for more information and connect with RXO on Facebook, X,
LinkedIn, Instagram and YouTube.
About Coyote Logistics
Coyote Logistics is a leading global third-party logistics
provider that was founded in 2006. It leverages its network of
100,000 carriers to ship goods for 15,000 customers. Coyote became
a UPS company in 2015.
Forward-looking Statements
This release includes forward-looking statements, including
statements relating to the potential transaction, such as the
expected funding and time period to consummate the potential
transaction and the anticipated benefits (including synergies) of
the potential transaction, as well as our second-quarter outlook.
All statements other than statements of historical fact are, or may
be deemed to be, forward-looking statements. In some cases,
forward-looking statements can be identified by the use of
forward-looking terms such as "anticipate," "estimate," "believe,"
"continue," "could," "intend," "may," "plan," "predict," "should,"
"will," "expect," "project," "forecast," "goal," "outlook,"
"target,” or the negative of these terms or other comparable terms.
However, the absence of these words does not mean that the
statements are not forward-looking. These forward-looking
statements are based on certain assumptions and analyses made by us
in light of our experience and our perception of historical trends,
current conditions and expected future developments, as well as
other factors we believe are appropriate in the circumstances.
These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions that may cause actual
results, levels of activity, performance, or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements. Factors that might cause or contribute
to a material difference include the risks discussed in our filings
with the Securities and Exchange Commission (“SEC”) and the
following: the risk that regulatory approvals are not obtained or
are obtained subject to conditions that are not anticipated;
potential delays in consummating the potential transaction,
including as a result of regulatory approvals; RXO’s ability to
integrate the operations of Coyote Logistics in a successful manner
and in the expected time period; the possibility that any of the
anticipated benefits and projected synergies of the potential
transaction will not be realized or will not be realized on the
anticipated terms and within the expected time period; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the purchase agreement; risks that
the anticipated tax treatment of the potential transaction is not
obtained; unforeseen or unknown liabilities; customer, regulatory
and other stakeholder approvals and support; unexpected future
capital expenditures; potential litigation relating to the
potential transaction that could be instituted against RXO or its
directors; the possibility that the potential transaction may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; the effect of the announcement,
pendency or completion of the potential transaction on the parties’
business relationships and business generally; risks that the
potential transaction disrupts current plans and operations of RXO
and potential difficulties in employee retention and hiring as a
result of the potential transaction, as well as the risk of
disruption of RXO’s or Coyote Logistics' management, including the
diversion of management’s time and attention to completion of the
proposed transaction and integration matters, and business
disruption during the pendency of, or following, the potential
transaction; certain restrictions during the pendency of the
proposed transaction that may impact RXO’s and Coyote Logistics’
ability to pursue certain business opportunities or strategic
transactions; negative effects of this announcement, and the
pendency or completion of the potential transaction on the market
price of RXO’s common stock and/or operating results; rating agency
actions and RXO’s ability to access short- and long-term debt and
equity markets on a timely and affordable basis; the risk that
actual results of the acquired business may differ materially from
preliminary results; and the risks described in Part I, Item 1A
“Risk Factors” of RXO’s Annual Report on Form 10-K for the year
ended December 31, 2023 and in subsequent filings with the SEC. All
forward-looking statements set forth in this release are qualified
by these cautionary statements and there can be no assurance that
the actual results or developments anticipated by us will be
realized or, even if substantially realized, that they will have
the expected consequences to or effects on us or our business or
operations. Forward-looking statements set forth in this release
speak only as of the date hereof, and we do not undertake any
obligation to update forward-looking statements to reflect
subsequent events or circumstances, changes in expectations or the
occurrence of unanticipated events, except to the extent required
by law.
__________________________________ 1 Results of the acquired
business are preliminary and subject to completion of financial
closing procedures and completion of the related audit.
Accordingly, actual results of the acquired business may differ
materially from these preliminary results. Adjusted EBITDA (a
non-GAAP measure) of the acquired business is calculated in
accordance with RXO’s definition of adjusted EBITDA. A
reconciliation of adjusted EBITDA of the acquired business to a
corresponding GAAP measure is not available without unreasonable
effort prior to completion of the audit.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240623182296/en/
Media Contact Erin Kelly erin.kelly@rxo.com
Investor Contact Kevin Sterling
kevin.sterling@rxo.com
RXO (NYSE:RXO)
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