By Emmanuel Oluebube, Correspondent UK
The board of directors of XPO Logistics, Inc., has unanimously approved a plan to pursue a spin-off of 100 per cent of its logistics segment as a separate publicly traded company. XPO intends to structure the spin-off as a transaction that is tax-free to XPO shareholders and would result in XPO shareholders owning stock in both companies.
After a thorough examination of all strategic alternatives, the XPO board currently believes that the optimal path to unlock aggregate equity value is to create two independent companies that are each well-equipped to capitalize on secular growth trends in their sectors. If completed, the spin-off will result in separate businesses with clearly delineated service offerings: XPORemainCo, a global provider of less-than-truckload (LTL) and truck brokerage transportation services; and NewCo, the second largest contract logistics provider in the world. Both companies are expected to trade on the New York Stock Exchange.
Chairman and chief executive officer of XPO Logistics, Brad Jacobs said, “By uncoupling our transportation and logistics segments, we intend to create two high-performing, pure-play companies to serve the best interests of all our stakeholders. Both businesses will have greater flexibility to tailor strategic decision-making and capital allocations to their end-markets, with the benefit of strong positioning as customer-focused innovators. We currently believe that this spin-off is the most effective way to unlock significant value for our customers, employees and shareholders.”
If the spin-off is completed as expected: Jacobs will continue to serve as chairman and chief executive officer of XPORemainCo, and will become chairman of the NewCo board; Troy Cooper will continue to serve as XPORemainCo’s president; and the executives currently leading XPO’s global logistics segment will continue to serve in senior positions with NewCo.
The transaction is currently expected to be completed in the second half of 2021, subject to various conditions, including the effectiveness of a Form 10 registration statement, receipt of a tax opinion from counsel, the refinancing of XPO’s debt on terms satisfactory to the XPO board of directors, and final approval by the XPO board of directors. There can be no assurance that a separation transaction will occur or, if one does occur, of its terms or timing.
Compelling Strategic Rationale for Separation
The XPO board of directors believes that the creation of two pure-play businesses with distinct service offerings will provide significant benefits to both companies and their stakeholders, and that a lower debt profile with enhanced earnings potential will make it easier to achieve each company’s target of an investment-grade credit rating. Importantly:
XPORemainCo and NewCo would both benefit from an undiluted focus on their specific strategic priorities and customer requirements.
Each business would be able to deepen its differentiation by having its technology team focus on enhancing the proprietary software developed for its specific service offering — notably, the XPO Connect™ digital transportation platform and XPO Smart™ productivity tools for logistics and LTL operations.
Each standalone company would have an investor base aligned with a clear-cut value proposition and be valued separately by the investment community, potentially resulting in an increase in equity value that would benefit each of the businesses in executing its strategy.
Each business would be able to attract and retain world-class talent by offering meaningful equity-based compensation that correlates closely to performance.
Separate public stock listings would enhance each company’s ability to pursue accretive M&A opportunities, with the benefit of an independent equity currency at a potentially higher value.
XPO’s views regarding the spin-off’s potential impact on aggregate equity value are based, among other things, on a study of the valuation multiples assigned to its publicly traded peers that have more specialized business models. The company believes that, by simplifying the business model and strengthening the focus of each resulting company, a spin-off is the optimal way to unlock significant equity value not currently reflected in the existing conglomerate and thereby benefit both businesses and their stakeholders.
Post-separation, XPORemainCo will be a top provider of freight transportation, primarily LTL and non-asset truck brokerage — these two services currently account for approximately 90% of adjusted EBITDA. The business will comprise:
The third largest provider of LTL transportation in North America, with an industry-best improvement in adjusted operating ratio over the five years of XPO ownership; and
The second largest truck brokerage provider worldwide, with a digital brokerage marketplace that has the fastest carrier adoption rate in the industry.
As of September 30, 2020, XPO had transportation operations in 17 countries, with approximately 38,000 employees and 724 locations.
Post-separation, NewCo will be the second largest contract logistics company in the world, with approximately 200 million square feet of warehouse space. The business will comprise:
A range of innovative services enabled by intelligent technology, including high-value-add warehousing, omnichannel fulfillment, reverse logistics, cold-chain logistics and supply chain optimization;
The largest outsourced e-commerce fulfillment platform in Europe, with burgeoning e-commerce and reverse logistics services in North America; and
XPO Direct™, a shared-space distribution network in North America with the flexibility to reposition customer inventories close to demand.
As of September 30, 2020, XPO had asset-light logistics operations in 27 countries, with approximately 58,000 employees and 766 locations.
XPO has retained Goldman Sachs & Co. LLC as its financial advisor and Wachtell, Lipton, Rosen & Katz as its legal advisor to assist with the spin-off process.
A presentation that summarizes the intended spin-off transaction will be available on the investor relations area of the company’s website, xpo.com/investors, from Wednesday, December 2, 2020, at 4:30 p.m. Eastern Time until January 1, 2021.
XPO Manages Holiday Demand
She knows a hug, a kind word or simply a note of inspiration can help people, particularly those in the LGBTQ community who feel their life won’t be, or isn’t, accepted by their friends and family.
“There’s a saying that says when a gay child comes out of their closet, often times the parents go into theirs,” says Sara.
Thanks to a learning experience with her son, Parker, Sara created Free Mom Hugs to celebrate the LGBTQ community through visibility, education and conversation. And her passion inspired UPS to help.
Watch this Wishes Delivered video and see how UPS partnered with Sara and Parker to provide the love of Free Mom Hugs.
To learn more about Free Mom Hugs, stories of those helped by the organization and Free Mom Hugs chapters, visit Free Mom Hugs.