July 17, 2017

XPO to issue 11 million shares in possible move to fund acquisitions

Transaction will add billions in capital to company's war chest.

By DC Velocity Staff

XPO Logistics Inc. is priming the pump for what may be a return to the mergers and acquisitions game.

The Greenwich, Conn.-based transport and logistics provider said today it plans to issue 11 million common shares, roughly equal to 10 percent of its 111.7 million shares outstanding. XPO also will grant the offering's underwriters, Morgan Stanley & Co. and J.P. Morgan Chase & Co., the opportunity to purchase up to an additional 1.65 million shares of stock within a 30-day window. The transactions could provide XPO with billions of dollars of fresh capital to fund potential acquisitions after a nearly two-year absence from the M&A market. XPO said the net proceeds from the stock sale would be used for general corporate purposes, which may include "strategic acquisitions" as well as debt restructuring or repayment. Bradley S. Jacobs, XPO's chairman and CEO, has talked publicly in recent weeks about the company prepping for possible acquisitions. Jacobs mentioned that XPO may look to enter the Asia-Pacific market, but a more likely scenario is that it would look to add firepower to XPO's contract logistics operation.

From 2012 through the fall of 2015, XPO acquired 17 companies in an extraordinary roll-up that transformed a company that few had ever heard of into a $15 billion global powerhouse. XPO has been off the acquisition trail since September 2015, when it acquired trucking and logistics provider Con-Way Inc. for $3 billion in what was, at the time, the largest trucking acquisition ever. (It has since been eclipsed by this year's $6 billion merger of truckload companies Knight Transportation Inc. and Swift Transportation LLC.)

Jacobs said not long after the Con-way deal closed that XPO would eschew further acquisitions for the time being to focus on integrating the nearly $6 billion Con-way network.

XPO shares were off about $3.47 a share approaching 3 p.m. Eastern time today as traders and investors re-priced the value of the company's equity in light of potential dilution triggered by the impending new supply of shares. The price of XPO shares is up about 40 percent year to date, and more than 123 percent in the past 12 months.

Separately, XPO today issued preliminary second-quarter results that included revenue projections of $3.75 to $3.76 billion, slightly above analyst consensus estimates of $3.4 billion. Revenue growth in the quarter is expected to be 7 percent to 7.9 percent higher than the same period in 2016, the company projected. The company said it expects to post operating income of between $183 million and $187 million, compared to operating income of $170 million in the year-earlier quarter.

Actual second-quarter results will be released early next month.

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