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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):

January 22, 2021





(Exact name of registrant as specified in its charter)




Delaware    001-32172    03-0450326
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


Five American Lane

Greenwich, CT


(Address of principal

executive offices)

  (Zip Code)


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




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 par value   XPO   New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of 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 1.02.Termination of a Material Definitive Agreement.


As previously disclosed in its Current Report on Form 8-K filed on December 28, 2020, on December 23, 2020, XPO Logistics, Inc. (the “Company”) provided notice to The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) under that certain Indenture, dated as of June 9, 2015 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Company, the guarantors party thereto and the Trustee, that on January 22, 2021, the Company intended to redeem all $1.2 billion in aggregate principal amount of its outstanding 6.50% Notes due 2022 (the “Notes”) at a redemption price of par plus accrued and unpaid interest thereon to, but excluding, January 22, 2021, in accordance with the terms of the Indenture. On January 22, 2021, the Company completed the redemption of all of the Notes in accordance with the terms of the Indenture at the redemption price described above.







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:  January 25, 2021    



    By:   /s/ Karlis P. Kirsis 
      Karlis P. Kirsis
      Corporate Secretary