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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): March 9, 2020



(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 March 9, 2020, XPO Logistics Europe SA, a majority-owned subsidiary of XPO Logistics, Inc. (the “Company”), issued a press release announcing that it has agreed to acquire the majority of Kuehne + Nagel’s contract logistics operations in the UK. The operations provide a range of logistics services, including inbound and outbound distribution, reverse logistics management and inventory management. The transaction is subject to customary closing conditions, including regulatory approvals. 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 Europe SA dated March 9, 2020
104.1 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:  March 9, 2020 XPO LOGISTICS, INC. 
  By: /s/ Kurt M. Rogers
    Kurt M. Rogers
    Chief Legal Officer and Corporate Secretary





Exhibit 99.1




XPO Logistics to Acquire Majority of UK Contract Logistics
Operations from Kuehne + Nagel


LYON, FRANCE — 9 March 2020 — XPO Logistics today announced that it has entered into a definitive agreement to acquire the majority of Kuehne + Nagel’s contract logistics operations in the UK. The operations provide a range of logistics services, including inbound and outbound distribution, reverse logistics management and inventory management. In 2019, the operations generated total revenue of approximately £500 million from the beverage, technology and e-commerce, and food service verticals.


The acquisition will expand XPO’s contract logistics offering in the UK with complementary expertise, 75 facilities and a blue-chip customer base. XPO will integrate the acquired operations on its technology platform to optimize synergies within its pan-European network.


The transaction is expected to close in the second half of 2020, subject to customary conditions and regulatory approvals. All parties have agreed not to disclose financial details. J.P. Morgan Securities LLC is serving as financial advisor to XPO.


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 1,504 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. The company's corporate headquarters are in Greenwich, Connecticut, USA, and its European headquarters are in Lyon, France. XPO conducts the majority of its European operations through its subsidiary, XPO Logistics Europe, which trades under the stock symbol XPO on Euronext Paris – Isin FR0000052870. europe.xpo.com


Forward-looking Statements

This press release includes forward-looking statements within the meaning of United States federal securities laws, including the expected closing timeline for the transaction, XPO’s ability to integrate the acquired business and its ability to realize synergies from the acquisition. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. All forward-looking statements set forth in this press release are qualified by factors that might cause or contribute to a material difference in actual results, as discussed in XPO’s filings with the U.S. Securities and Exchange Commission, including: economic conditions generally; competition; XPO’s ability to attract and retain key employees; the ability to develop and implement a suitable information technology system; and the ability to maintain positive relationships with third-party providers. Forward-looking statements set forth in this press release speak only as of the date hereof, and XPO undertakes no 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.


Media Contact
XPO Logistics Europe
Anne Lafourcade

+33 (0)6 75 22 52 90