Material Agreement - Form 8-K

Item 1.01.

Entry into a Material Definitive Agreement.

On May 6, 2024, GXO Logistics, Inc. ("GXO") completed its previously announced offering of $1.1 billion in aggregate principal amount of senior notes, consisting of $600 million in aggregate principal amount of notes due 2029 (the "2029 notes") and $500 million in aggregate principal amount of notes due 2034 (the "2034 notes", and together with the 2029 notes, the "notes"). The notes were issued pursuant to an indenture dated as of July 2, 2021 (the "Base Indenture"), as supplemented by the Second Supplemental Indenture dated as of May 6, 2024 (the "Supplemental Indenture", and the Base Indenture as amended or supplemented by the Supplemental Indenture, the "Indenture"), in each case between GXO and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the "Trustee").

The 2029 notes will accrue interest at a rate of 6.250% per year, payable semi-annually in cash in arrears on May 6 and November 6 of each year, beginning on November 6, 2024. The 2029 notes will mature on May 6, 2029, unless earlier repurchased or redeemed, if applicable. The 2034 notes will accrue interest at a rate of 6.500% per year, payable semi-annually in cash in arrears on May 6 and November 6 of each year, beginning on November 6, 2024. The 2034 notes will mature on May 6, 2034, unless earlier repurchased or redeemed, if applicable.

The notes have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to GXO's registration statement on Form S- 3ASR (File No. 333-259217) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "SEC") and automatically effective on August 31, 2021 (the "Shelf Registration Statement"). The terms of the notes are further described in GXO's prospectus supplement dated April 25, 2024 as filed with the SEC under Rule 424(b)(2) of the Act on April 29, 2024.

GXO may redeem some or all of the notes of each series at the applicable redemption price, as described in the Supplemental Indenture.

The Indenture contains customary events of default with respect to the notes, including failure to make required payments, failure to comply with certain agreements or covenants and certain events of bankruptcy and insolvency. Events of default under the Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the notes. If any other event of default under the Indenture occurs and is continuing with respect to a series of notes, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes of such series may declare the acceleration of the amounts due under the applicable notes.

The notes are GXO's unsecured, unsubordinated debt obligations, and rank equally in right of payment with GXO's other existing and future unsecured, unsubordinated obligations.

GXO intends to use the net proceeds from the sale of the notes to fund its acquisition of Wincanton plc ("Wincanton"), to fund the redemption, repayment, prepayment or satisfaction and discharge or other payment in satisfaction of indebtedness of GXO and its subsidiaries, to pay fees and expenses in respect of the foregoing, and for general corporate purposes.

In certain circumstances set forth in the Supplemental Indenture relating to the failure of GXO to acquire at least a majority of the issued ordinary share capital of Wincanton on or before the date that is five (5) Business Days after the Longstop Time (as defined in the Supplemental Indenture) or GXO's notice to the Trustee that it will no longer pursue the acquisition of Wincanton, GXO will be required to redeem the notes then outstanding at a redemption price equal to 101% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the special mandatory redemption date, in accordance with the terms of the Supplemental Indenture.

Concurrently with the closing of the offering of the notes, GXO reduced all commitments to zero under the previously announced (i) Bridge Term Loan Credit Agreement, dated as of February 29, 2024, among GXO, the lenders and other parties from time to time party thereto and Bank of America, N.A., as administrative agent and (ii) Term Loan Credit Agreement, dated as of March 29, 2024, among GXO, the lenders and other parties from time to time party thereto and Bank of America N.A., as administrative agent.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and the Supplemental Indenture (including the forms of the notes included therein), copies of which are filed as Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and are incorporated into this Item 1.01 by reference.

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