ACQUISITIONS |
9 Months Ended | ||||||||||||||||||||||||||||||||||||
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Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |||||||||||||||||||||||||||||||||||||
| ACQUISITIONS | ACQUISITIONS DeSpir Logistics (“DeSpir”) On June 22, 2026, we acquired a 100 percent ownership interest in DeSpir, a specialized provider of secure transportation solutions and cargo escort services for mission-critical, high-value freight across North America. Total purchase consideration, net of cash acquired, was approximately $77.8 million, which was paid in cash. Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
There was $48.8 million of goodwill recorded related to the acquisition of DeSpir. The DeSpir goodwill is a result of acquiring and retaining the DeSpir workforce and expected synergies from integrating its business into ours. Purchase accounting is considered preliminary. The results of operations of DeSpir have been included in our consolidated financial statements beginning on June 22, 2026. RXO, Inc. (“RXO”) On October 5, 2026, we announced that we have entered into a definitive agreement (the “Merger Agreement”) under which we have agreed to acquire a 100 percent ownership interest in RXO in a stock-and-cash transaction. Under the terms of the Merger Agreement, RXO stockholders may elect to receive either (i) the standard mixed consideration consisting of $17.25 in cash and 0.0856 shares of C.H. Robinson common stock, (ii) all-cash consideration of $30.25 per share or (iii) all-stock consideration of 0.1992 shares of C.H. Robinson common stock, in each case subject to proration and adjustment procedures designed to ensure that, in aggregate, approximately 57 percent of the merger consideration is paid in cash and 43 percent is paid in shares of C.H. Robinson common stock. The acquisition of RXO brings together two complementary networks and diversifies and strengthens our multi-modal platform to accelerate growth and increase penetration across all modes and segments. Combining both companies’ robust trucking brokerage and managed transportation businesses, along with our global forwarding and RXO’s strengths in expedited and last mile services, will create a more comprehensive offering for our customers across a larger and denser network. Upon completion of the transaction, we will integrate RXO primarily into our NAST reportable segment. The merger, which was unanimously approved by the Boards of both companies, is expected to close in the first half of 2027 and is subject to customary closing conditions, including regulatory approval and approval by RXO’s stockholders. We expect to finance the cash consideration with new debt financing and have entered into a fully underwritten commitment (the “commitment”) for a 364-day senior unsecured bridge term loan facility of up to $4.5 billion arranged by Morgan Stanley Senior Funding, Inc. The commitment is intended to finance a portion of the cash consideration, to refinance RXO’s existing credit facility and to pay related fees and expenses, and to backstop amendments to our existing revolving credit facility and private placement notes. The commitments under the bridge facility are reduced by, among other things, the net proceeds of any notes offering, the commitments under any term loan facility, and the effectiveness of those amendments. Subsequent to the third quarter of 2026, we entered into the Fifth Amendment to our existing $1.0 billion revolving credit facility, which, among other things, permits the RXO acquisition and the related financing transactions and modifies certain financial covenant provisions in anticipation of the increased indebtedness expected to be incurred in connection with the RXO acquisition, including a temporary increase in the maximum permitted net leverage ratio following the closing of the acquisition. Upon the effectiveness of the Fifth Amendment, the portion of the commitment backstopping our revolving credit facility terminated, reducing the commitments under the bridge facility to $3.5 billion. The portion of the commitment backstopping our private placement notes will terminate upon the effectiveness of an amendment to the note purchase agreement governing those notes, which we expect to complete in the fourth quarter of 2026.
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