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Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 25, 2019



(Exact name of registrant as specified in its charter)


Delaware    001-32172    03-0450326
(State or other jurisdiction of
  (Commission File Number)    (I.R.S. Employer
Identification No.)


Five American Lane, Greenwich, Connecticut 06831
(Address of principal executive offices)


(855) 976-6951
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common stock, par value $0.001 per share   XPO   New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 7.01. Regulation FD Disclosure.


On November 25, 2019, XPO Logistics, Inc. (the “Company”) issued a press release announcing that it, through a wholly owned subsidiary, has agreed to purchase all shares in XPO Logistics Europe SA, held by Elliott Capital Advisors, L.P. and its affiliates. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.


The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates any such information by reference.



Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


  99.1   Press Release of XPO Logistics, Inc. dated November 25, 2019
  104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date:  November 25, 2019 XPO LOGISTICS, INC.
  By:   /s/ Karlis P. Kirsis
    Karlis P. Kirsis,
    Senior Vice President, Corporate Counsel





Exhibit 99.1




XPO Logistics, Inc. to Purchase All Shares Held by Elliott Capital Advisors, L.P. in XPO Logistics Europe


GREENWICH, Conn. — November 25, 2019 — On November 22, 2019, XPO Logistics, Inc. (NYSE: XPO) agreed to purchase all shares in XPO Logistics Europe (ISIN FR0000052870) held by Elliott Capital Advisors, L.P. for a total price of €233,513,280, representing 898,128 shares acquired at €260 per share. The transaction was mutually agreed upon by XPO Logistics, Inc., Elliott Capital Advisors, L.P. and their respective affiliates. 


XPO Logistics, Inc. reserves the right, in its sole discretion, to purchase in the future additional shares (if any) of XPO Logistics Europe stock.  In the event that the company chooses to do so, these purchases could be accomplished through various methods, including privately negotiated transactions, open market purchases or in a tender offer.


About XPO Logistics


XPO Logistics, Inc. (NYSE: XPO) is a top ten global logistics provider of cutting-edge supply chain solutions to the most successful companies in the world. The company operates as a highly integrated network of people, technology and physical assets in 30 countries, with 1,531 locations and approximately 100,000 employees. XPO uses its network to help more than 50,000 customers manage their goods most efficiently throughout their supply chains. XPO's corporate headquarters are in Greenwich, Conn., USA, and its European headquarters are in Lyon, France. xpo.com


Media Contact


XPO Logistics, Inc.

Erin Kurtz