GREENWICH, Conn. – XPO Logistics, Inc. (“XPO” or the “Company”) (NYSE:  XPO) today announced an offering of $535.0 million of senior notes due 2023.  The Company intends to use the proceeds from this offering, together with proceeds of an incremental term loan facility described below and cash on hand, to redeem and/or discharge or defease, in whole or in part, the Company’s 7.875% Senior Notes due 2019, and to pay fees and expenses related thereto and related to the offering and the incremental term loan facility described below.     The Company intends to enter into a $400.0 million incremental term loan facility (the “Incremental Facility”) under the Company’s existing term loan credit agreement, subject to certain customary conditions. The terms of the Incremental Facility are expected to be substantially similar to those relating to the loans outstanding under the Company’s existing term loan credit agreement, except with respect to the interest rate applicable to the Company’s borrowings under the Incremental Facility and prepayment premiums in connection with certain voluntary prepayments. The Company anticipates borrowing the loans under the Incremental Facility substantially simultaneously with the consummation of the offering of notes described above.    The notes will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, and outside the United States, only to non-U.S. investors pursuant to Regulation S.  The notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.   This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.  Any offers of the notes will be made only by means of a private offering memorandum.