XPO Logistics, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by XPO Logistics, Inc. on December 29, 2014, regarding events occurring on December 23, 2014. The filing addresses the conversion of previously issued preferred stock into common stock following stockholder approval.
Key Financial Metrics
The filing does not provide current period revenue, profit, cash flow, margins, or debt metrics. It references a prior capital raise where the Company received approximately $700.0 million in total proceeds from the issuance of 10,702,934 shares of common stock and 371,848 shares of Series B Convertible Perpetual Preferred Stock on September 16, 2014.
Material Changes
On December 23, 2014, at a Special Meeting of Stockholders, the Company's stockholders approved the issuance of common stock upon the conversion of the Purchased Preferred Stock. Immediately following this meeting, the 371,848 shares of Purchased Preferred Stock were automatically converted into 12,128,115 shares of Company Common Stock. No additional consideration was received by the Company in connection with this conversion.
Guidance, Outlook, and Risks
The filing contains no management guidance, outlook, or discussion of risks and contingencies. It notes that the issuance of the 12,128,115 shares of common stock is exempt from registration under Section 4(2) of the Securities Act of 1933.
Key Facts for Investor Verification
- Stockholders approved the conversion of Series B Preferred Stock on December 23, 2014.
- 371,848 shares of Preferred Stock converted into 12,128,115 shares of Common Stock.
- No new cash proceeds were generated from the conversion event.
- The transaction was executed as a private placement exemption under Section 4(2) of the Securities Act.
- The original issuance of these securities occurred on September 16, 2014, raising approximately $700.0 million.