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8-K - FORM 8-K - XPO Logistics, Inc. | k50502e8vk.htm |
EX-2.1 - EX-2.1 - XPO Logistics, Inc. | k50502exv2w1.htm |
EX-2.2 - EX-2.2 - XPO Logistics, Inc. | k50502exv2w2.htm |
EX-2.3 - EX-2.3 - XPO Logistics, Inc. | k50502exv2w3.htm |
Exhibit
99.1
Bradley S. Jacobs to Lead Equity Investment of up to $150 million in Express-1 Expedited Solutions
Jacobs to Become Chairman and Chief Executive Officer
SAINT JOSEPH, Mich. and GREENWICH, Conn. June 14, 2011 Express-1 Expedited Solutions, Inc.
(NYSE Amex: XPO) (Express-1 or Company) and Bradley S. Jacobs today announced that they have
entered into an agreement under which Jacobs and minority co-investors will invest an aggregate of
up to $150 million in cash in Express-1, including an investment by Jacobs Private Equity LLC of up
to $135 million, in each case including amounts payable upon exercise of the warrants described
below.
Express-1 is a non-asset-based, third-party logistics (3PL) transportation services provider
offering expedited transportation solutions, domestic and international freight forwarding, and
premium truckload brokerage services to retail, commercial, manufacturing and industrial customers.
Jacobs will become the majority shareholder in Express-1 and chairman of its board of directors. In
addition, he will lead the Company as chief executive officer. Jacobs previously built two
multi-billion dollar, publicly traded companies: United Rentals, Inc. (NYSE: URI), the worlds
largest equipment rental company, and United Waste Systems, Inc., the fifth largest solid waste
company in the United States at the time of its sale.
Jacobs said, I plan to build a multi-billion dollar transportation brokerage business over the
next several years. Express-1 is an ideal platform, with prominent positions in expedited services,
freight brokerage and freight forwarding. Im excited about leading the company into its next phase
of growth.
Mike Welch, chief executive officer of Express-1 Expedited Solutions, Inc., said, Were very
pleased that Brad has decided to make such a significant commitment to advancing Express-1s
position in the industry. We view his decision as a strong vote of confidence in the caliber of our
employees and our operations.
Under the terms of the agreement, the investors will receive convertible preferred stock,
convertible into approximately 43 million shares of the Companys common stock at a price of $1.75
a share, and warrants to purchase an additional approximately 43 million shares of the Companys
common stock at an exercise price of $1.75 per share. These figures will be adjusted for a 4:1
reverse stock split that the Company will implement upon the closing of the transaction. The
purchase of the convertible preferred stock will represent an initial investment of $75 million,
and the exercise of the warrants will represent an additional investment of up to $75 million. The
transaction, which has been approved by the Companys board of directors, is subject to the receipt
of shareholder approval and other customary closing conditions.
Express-1 is expected to maintain its current headcount and central operating locations in
Buchanan, Mich., Downers Grove, Ill., South Bend, Ind., Rochester Hills, Mich., Miami, Fla., and
Tampa, Fla.
Deutsche Bank Securities Inc. and UBS Investment Bank served as financial advisors to Jacobs, and
Cravath, Swaine & Moore LLP served as legal advisor. BB&T Capital Markets served as financial
advisor to Express-1s board of directors, and Roetzel & Andress, L.P.A. served as legal advisor.
Ladenburg Thalmann & Co. Inc. provided a fairness opinion regarding the proposed transaction to the
special committee of the board of directors.
Freight Brokerage and Freight Forwarding
Express-1 serves retail, commercial, manufacturing and industrial customers in two growing areas of
the transportation industry: domestic freight brokerage and international freight forwarding.
The size of the U.S. freight brokerage market (via trucking) is estimated to be approximately $50
billion annually. While there are more than 10,000 licensed freight brokers in the United States,
99 percent of them generate less than $200 million in revenues. The size of the international
freight forwarding market (via air and sea) is estimated to be approximately $150 billion annually,
with the 10 largest firms accounting for about 40 percent total share.
About Express-1 Expedited Solutions, Inc.
Founded in 1989, Express-1 is a non-asset-based, third-party logistics (3PL) services provider
that uses a network of relationships with ground, sea and air carriers to find the best
transportation solutions for its customers. Express-1 offers its services through three distinct
business units: Express-1, Inc. (expedited transportation solutions), the fifth largest U.S.
expedited freight service provider, according to The Journal of Commerce; Concert Group Logistics,
Inc. (domestic and international freight forwarding); and Bounce Logistics, Inc. (premium truckload
brokerage). The Company serves more than 4,000 retail, commercial, manufacturing and industrial
customers through six U.S. operations centers and 22 agent locations. In 2010, the Company
completed more than 144,000 transactions for customers and generated revenues of approximately $158
million. For more information about Express-1 Expedited Solutions: www.xpocorporate.com.
About Bradley S. Jacobs
Since 1979, Bradley S. Jacobs has founded and led four highly successful companies, including two
multi-billion dollar, publicly traded corporations: United Rentals (NYSE: URI), the worlds largest
equipment rental company, and United Waste Systems, which was sold in 1997 for $2.5 billion. As
chairman of United Rentals from 1997 through 2007, Jacobs grew the company to $3.9 billion in
revenues, with more than 700 branch locations, 13,000 employees, and a ranking as the 536th largest
public corporation in America by Fortune magazine. He has been instrumental in raising more than $6
billion through dozens of financings in the debt and equity markets since 1992.
In 1989, Jacobs founded United Waste and built it into the fifth largest solid waste management
business in North America. In 1987, he founded Hamilton Resources (UK) Ltd., a worldwide oil
trading company that served major oil companies and oil-producing countries and generated annual
revenues of approximately $1 billion. In 1979, he co-founded Amerex Oil Associates, Inc., creating
one of the worlds largest oil brokerage firms, with an annual gross contract volume of
approximately $4.7 billion.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. Statements that are not historical facts,
including statements about beliefs or expectations, are forward-looking statements. These
statements are based on plans, estimates and projections at the time the statements are made, and
readers should not place undue reliance on them. In some cases, readers can identify
forward-looking statements by the use of forward-looking terms such as may, will, should,
expect, intend, plan, anticipate, believe, estimate, predict, potential, or
continue or the negative of these terms or other comparable terms. Forward-looking statements
involve inherent risks and uncertainties and readers are cautioned that a number of important
factors could cause actual results to differ materially from those contained in any such
forward-looking statements. Factors that could cause actual results to differ materially from those
described in this press release include, among others: uncertainties as to the timing of the equity
investment; the possibility that competing transaction proposals will be made; the possibility that
various closing conditions for the equity investment may not be satisfied or waived; the
possibility that the warrants, if issued, will not be exercised; general economic and business
conditions; and other factors. Readers are cautioned not to place undue reliance on the
forward-looking statements included in this press release, which speak only as of the date hereof.
Neither the Company nor any other person undertakes any obligation to update any of these
statements in light of new information or future events.
Additional Information and Where to Find It
In connection with the proposed equity investment, the Company will prepare a proxy statement to be
filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed
to the stockholders of the Company. THE COMPANYS STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT REGARDING THE PROPOSED TRANSACTIONS BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The
Companys stockholders will be able to obtain, without charge, a copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the SECs website at
http://www.sec.gov. The Companys stockholders will also be able to obtain, without charge, a copy
of the proxy statement and other relevant documents (when available) by directing a request by mail
or telephone to Express-1 Expedited Solutions, Inc., Attn: Secretary of the Board of Directors,
3399 South Lakeshore Drive, Suite 225, Saint Joseph, Michigan 49085, telephone: (269) 429-9761, or
from the Companys website, www.xpocorporate.com.
Jacobs Private Equity LLC and the Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the Companys stockholders with respect to the
proposed equity investment. Information about the Companys directors and executive officers and
their ownership of the Companys common stock is set forth in the proxy statement for the Companys
2011 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2011. Stockholders
may obtain additional information regarding the interests of the Company and its directors and
executive officers in the proposed equity investment, which may be different than those of the
Companys stockholders generally, by reading the proxy statement and other relevant documents
regarding the proposed equity investment, when filed with the SEC.
Contact:
Steve Lipin
Jennifer MacDonald
Brunswick Group +1-212-333-3810
Steve Lipin
Jennifer MacDonald
Brunswick Group +1-212-333-3810