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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

 

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): March 9, 2023

 

___________________________________

GXO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________________

 

Delaware

(State or other jurisdiction of

incorporation) 

001-40470

(Commission File Number)

 

86-2098312

(IRS Employer Identification No.)

 

     

Two American Lane

Greenwich, Connecticut

  06831
(Address of principal executive offices)   (Zip Code)
     
Registrant's telephone number, including area code: (203) 489-1287
     
Not Applicable
(Former name or former address, if changed since last report)

___________________________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common stock, par value $0.01 per share GXO New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On March 9, 2023, GXO Logistics, Inc. (the “Company”) entered into Amendment No. 1 to Credit Agreement (the “Amendment”) to its Credit Agreement, dated as of June 23, 2021, by and among the Company, the lenders and other parties from time to time party thereto and Citibank, N.A., as administrative agent (the “Revolving Credit Agreement”). The Amendment amends the Revolving Credit Agreement to replace LIBOR-based benchmark rates with SOFR-based benchmark rates and to make certain other conforming changes.

 

A copy of the Amendment is included herein as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment.

 

 

 

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information included in Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.
  Description
     
10.1   Amendment No.1 to Credit Agreement, dated as of March 9, 2023, by and among GXO Logistics, Inc., the lenders and other parties from time to time party thereto, and Citibank, N.A., as Administrative Agent
     
104   Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document  

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  GXO LOGISTICS, INC.
   
Date: March 10, 2023 By: /s/ Karlis P. Kirsis
  Name: Karlis P. Kirsis
  Title:   Chief Legal Officer