$CHRW · C. H. ROBINSON WORLDWIDE, INC.
C.H. Robinson Worldwide filed an 8-K disclosing a definitive merger agreement with RXO, Inc. dated October 4, 2026. The two-step merger structure will make RXO a wholly owned subsidiary of CHRW. RXO shareholders can elect among three consideration options: Standard ($17.25 cash + 0.0856 CHRW shares), all-cash ($30.25), or all-stock (0.1992 CHRW shares), subject to proration. The deal is backed by a $4.5 billion bridge facility from Morgan Stanley and a support agreement from MFN Partners (~17.04% of RXO shares). Closing is expected in H1 2027, subject to regulatory approvals and RXO stockholde
- C.H. Robinson entered into a definitive merger agreement with RXO, Inc. on October 4, 2026, with the transaction expected to close in H1 202
- RXO shareholders can elect Standard Consideration ($17.25 cash + 0.0856 CHRW shares), all-cash ($30.25), or all-stock (0.1992 CHRW shares),
- MFN Partners, LP, holding ~17.04% of RXO shares, signed a voting and support agreement to vote in favor of the transaction.
- Morgan Stanley committed to a $4.5 billion 364-day bridge loan facility to fund the cash portion, refinance RXO debt, and cover fees.
- RXO must pay a $175 million termination fee if the deal breaks under specified circumstances, including a superior proposal or board rec
CHRW shares fell 8.27% in extended-hours trading to $144.68, suggesting the market views the deal as dilutive or overpriced despite the strategic rationale. The $18.59B market-cap acquirer is absorbing a significant financing burden with the $4.5B bridge facility.
This is a major logistics-sector consolidation: an $18.6B market-cap 3PL giant acquiring a tech-enabled truck brokerage with a $4.5B debt backstop, drawing immediate after-hours selling.
This combines two major freight brokerage and logistics players — C.H. Robinson (one of the largest 3PLs globally) with RXO (a tech-enabled truck brokerage spun from XPO). Consolidation in the fragmented logistics sector continues as players seek scale and technology advantages.
The deal requires HSR antitrust clearance and other regulatory approvals; termination risk exists if conditions aren't met by July 4, 2027 (extendable by two 3-month periods). RXO's board can entertain superior proposals before stockholder approval, and the $175M termination fee may not deter all b
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