09/09/2024 | Press release | Distributed by Public on 09/09/2024 11:45
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Delaware
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88-2183384
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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11215 North Community House Road
Charlotte, North Carolina 28277 (980) 308-6058 |
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Jeffrey D. Firestone
11215 North Community House Road Charlotte, North Carolina 28277 (980) 308-6058 |
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(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
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(Name, address, including zip code, and telephone number,
including area code, of agent for service) |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Page
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About This Prospectus
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Where You Can Find More Information
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Incorporation by Reference
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Forward-Looking Statements
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The Company
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Risk Factors
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Use of Proceeds
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Description of Capital Stock
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| | | | 9 | | |
Description of the Debt Securities
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| | | | 15 | | |
Description of the Depositary Shares
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| | | | 24 | | |
Description of the Warrants
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| | | | 27 | | |
Description of the Rights
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| | | | 29 | | |
Description of the Purchase Contracts
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| | | | 30 | | |
Description of the Units
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| | | | 31 | | |
Selling Stockholders
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| | | | 32 | | |
Plan of Distribution
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| | | | 33 | | |
Legal Matters
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| | | | 36 | | |
Experts
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| | | | 36 | | |
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Amount to
be Paid |
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SEC registration fee
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FINRA filing fee
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NYSE supplemental listing fees
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Printing and duplicating expenses
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Legal fees and expenses
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Accounting fees and expenses
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Transfer agent and trustee fees and expenses
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Rating agency fees
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Miscellaneous expenses
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Total
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| | | $ | ** | | |
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Exhibit
No. |
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Exhibit Description
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1.1*
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| | Form of Underwriting Agreement for Debt Securities. | |
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1.2*
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| | Form of Underwriting Agreement for Equity Securities. | |
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1.3*
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| | Form of Underwriting Agreement for Depositary Shares. | |
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1.4*
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| | Form of Underwriting Agreement for Purchase Contracts. | |
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1.5*
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| | Form of Underwriting Agreement for Units. | |
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4.1
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4.2
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4.3
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| | Registration Rights Agreement, dated as of October 31, 2022, by and between RXO, Inc. and Jacobs Private Equity, LLC (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed with the SEC on November 1, 2022). | |
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4.4
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| | Form of Purchase Agreement, dated as of August 12, 2024, by and between RXO, Inc. and the Investor signatory thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on August 12, 2024). | |
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4.5
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4.6
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| | Indenture, dated as of October 25, 2022, between RXO, Inc. (successor by merger to XPO Escrow Sub, LLC) and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the SEC on October 25, 2022). | |
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4.7
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| | First Supplemental Indenture, dated as of October 25, 2022, between RXO, Inc. (successor by merger to XPO Escrow Sub, LLC) and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed with the SEC on October 25, 2022). | |
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4.8
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Form of Indenture.
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4.9*
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| | Form of Certificate of Designation. | |
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4.10*
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| | Form of Deposit Agreement. | |
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4.11*
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| | Form of Depositary Receipt. | |
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4.12*
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| | Form of Warrant Agreement. | |
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4.13*
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| | Form of Warrant. | |
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4.14*
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| | Form of Rights Agent Agreement. | |
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4.15*
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| | Form of Purchase Contract. | |
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4.16*
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| | Form of Unit Agreement. | |
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5.1
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Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
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23.1
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Consent of KPMG LLP.
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23.2
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Consent of Deloitte & Touche LLP.
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23.3
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Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (contained in Exhibit 5.1).
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107
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Filing Fee Table.
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/s/ Drew Wilkerson
Drew Wilkerson
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| | Chief Executive Officer (Principal Executive Officer) | |
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/s/ Jamie Harris
Jamie Harris
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Chief Financial Officer (Principal Financial Officer)
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/s/ Jason Kerr
Jason Kerr
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| | Chief Accounting Officer (Principal Accounting Officer) | |
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/s/ Brad Jacobs
Brad Jacobs
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| | Non-Executive Chairman and Director | |
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/s/ Christine Breves
Christine Breves
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| | Director | |
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/s/ Troy Cooper
Troy Cooper
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| | Director | |
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/s/ Adrian Kingshott
Adrian Kingshott
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| | Director | |
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/s/ Mary Kissel
Mary Kissel
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| | Director | |
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/s/ Michelle Nettles
Michelle Nettles
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| | Director | |
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/s/ Stephen Renna
Stephen Renna
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| | Director | |
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/s/ Thomas A. Szlosek
Thomas A. Szlosek
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| | Director | |