The notes are being offering in connection with the intended spinoff of RXO

Davis Polk advised the representative of the initial purchasers in connection with a Rule 144A / Regulation S offering of $355 million aggregate principal amount of 7.500% notes due 2027 by XPO Escrow Sub, LLC, a wholly owned subsidiary of RXO, Inc.

Upon satisfaction of certain escrow conditions related to the previously announced intended spinoff of RXO from XPO Logistics, Inc. (XPO), XPO Escrow Sub, LLC will merge with and into RXO, with RXO surviving such merger, and the proceeds of the notes will be used to fund a cash distribution to XPO, provide working capital to RXO and/or pay fees, costs and expenses incurred in connection with the spinoff, distribution to XPO, this offering and other related transactions.

RXO is a high-performing brokered transportation platform defined by cutting-edge technology and a nimble, asset-light business model, with the largest component being its core truck brokerage business. 

The Davis Polk capital markets team included partner Yasin Keshvargar and associates Joze Vranicar and Elizabeth Rodgers. The tax team included partner Lucy W. Farr and associate William Liang. All members of the Davis Polk team are based in the New York office.

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