UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On February 6, 2023, XPO, Inc. (the “Company”) entered into Amendment No. 7 to Second Amended and Restated Revolving Loan Credit Agreement (the “Amendment”), by and among the Company, certain subsidiaries signatory thereto, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as agent (the “Agent”) and other parties from time to time party thereto, amending that certain Second Amended and Restated Revolving Loan Credit Agreement, dated as of October 30, 2015 (as previously amended, amended and restated, supplemented or otherwise modified, the “Existing ABL Credit Agreement” and, as amended by the Amendment, the “Amended ABL Credit Agreement”), by and among the Company, certain subsidiaries signatory thereto, the lenders party thereto, the Agent and other parties from time to time party thereto.
The Amendment amends the Existing ABL Credit Agreement to, among other things: (i) extend the maturity date to April 30, 2026 (subject, in certain circumstances, to a springing maturity if more than $250 million of the Company’s existing term loan debt or certain refinancings thereof remain outstanding 91 days prior to their respective maturity dates); (ii) replace LIBOR-based benchmark rates applicable to loans outstanding under the Existing ABL Credit Agreement with SOFR-based rates; (iii) reduce the sublimit for issuance of letters of credit under the Existing ABL Credit Agreement to $200 million; (iv) reduce the sublimit for borrowings in Canadian Dollars under the Existing ABL Credit Agreement to $50 million; (v) exclude real property from the collateral securing the obligations under the Amended ABL Credit Agreement and (vi) make certain other changes to the covenants and other provisions therein. The aggregate commitment of all lenders under the Amended ABL Credit Agreement remains equal to $600 million.
Loans under the Amended ABL Credit Agreement will bear interest at a rate equal to a secured overnight financing rate plus a credit spread adjustment of 0.10% or base rate, in each case plus an applicable margin of 1.25% to 1.50%, in the case of loans based on the secured overnight financing rate, and 0.25% to 0.50%, in the case of base rate loans.
The Amended ABL Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default customary for agreements of this nature.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 10.1 | Amendment No. 7 to Second Amended and Restated Revolving Loan Credit Agreement, dated as of February 6, 2023, by and among XPO, Inc., certain subsidiaries signatory thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and co-collateral agent and Citibank, N.A., as co-collateral agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: February 6, 2023 | XPO, INC. | |
| By: | /s/ Carl D. Anderson II | |
| Carl D. Anderson II | ||
| Chief Financial Officer | ||