XPO Logistics board of directors has approved the previously announced spinoff of its logistics segment, GXO Logistics Inc., with shares of the latter expected to begin trading on or about July 22.
Following the separation, first announced in December, GXO and XPO will be independent public companies with distinct investment identities and service offerings in vast addressable markets. GXO will be the largest pure-play contract logistics provider in the world, while XPO will continue as a provider of transportation services, primarily less-than-truckload transportation and truck brokerage services.
Both firms will be based in Greenwich, where XPO has long been based.
The separation will go into effect through a pro rata distribution of all outstanding shares of GXO common stock to XPO”™s stockholders of record at the close of business on July 23, the record date for the distribution. If the distribution is completed, each XPO stockholder will receive one share of GXO common stock for every one share of XPO common stock held on the record date.
The distribution does not require shareholder approval, nor is any shareholder action necessary to receive shares in the distribution of GXO common stock, according to a press release. XPO will distribute an information statement to all XPO shareholders entitled to receive the distribution of GXO shares.
Upon completion of the distribution, XPO will continue to trade on the New York Stock Exchange under the ticker symbol “XPO” while GXO will trade on the NYSE under the symbol “GXO” starting Aug. 2.
As previously announced, Bradley Jacobs will serve as chairman of GXO”™s board of directors. Additionally, as of the date of separation, current XPO directors Oren Shaffer, Marlene Colucci and Gena Ashe will resign from the XPO board to serve as directors of GXO. Shaffer will serve as lead independent director and Colucci will serve as vice chair.
Additionally, Clare Chatfield, senior partner with L.E.K. Consulting; Joli Gross, general counsel of United Rentals Inc.; and Malcolm Wilson, CEO of GXO, will serve as directors of GXO, with a further appointment to follow.
Goldman Sachs is acting as financial adviser for the separation transaction and Wachtell, Lipton, Rosen & Katz is acting as legal adviser.
