Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

On April 3, 2023, we acquired all of the outstanding shares of Transporeon, in an all-cash transaction valued at approximately €1.9 billion or $2.1 billion. Transporeon, a Germany-based company, is a leading cloud-based transportation management software platform that connects key stakeholders across the industry lifecycle to positively impact the optimization of global supply chains, in alignment with our Connect and Scale strategy. We believe the acquisition will increase our international footprint and long-term Transportation opportunities. We also believe it will advance our sustainability strategy by reducing under-utilized carrier capacity and “empty miles”. Transporeon will be reported as part of our Transportation segment. We will include the financial results of Transporeon in our Consolidated Financial Statements beginning in the second quarter of 2023.

The purchase price has not yet been allocated to the underlying assets acquired and liabilities assumed. The allocation is pending third-party appraisals of intangible assets and the corresponding deferred taxes, as well as other asset and liability account balances. We anticipate that the majority of the purchase price will be allocated to goodwill and intangible assets.

The acquisition was funded through a combination of cash on hand and new debt as follow:

•In the first quarter, we issued $800.0 million of 2033 Senior Notes, which was used in part to fund the acquisition;

•Subsequent to the first quarter, on April 3, 2023, $1.2 billion of debt was drawn, including $1.0 billion of term loans under the 2022 Term Loan Credit Agreement and $225.0 million under the 2022 Credit Facility, as amended. The term loans include a 3-year tranche of $500.0 million and a 5-year tranche of $500.0 million.