GlobaLogic Announces Pricing of $665.5 Million Public Offering of Common Stock

GlobaLogic Announces Pricing of $665.5 Million Public Offering of Common Stock

 

GlobaLogic Announces Pricing of $665.5 Million Public Offering of Common Stock

GlobaLogic today announced the pricing of 11,000,000 shares of its common stock in a registered underwritten offering at $60.50 per share.  Of the 11,000,000 shares in the offering, 5,000,000 will be sold directly by XPO to the underwriters at closing, and 6,000,000 will be subject to the forward sale agreements described below.  GlobaLogic granted the underwriters a 30-day option to purchase up to 1,650,000 additional shares to be sold directly by GlobaLogic to the underwriters.

GlobaLogic has entered into forward sale agreementsrespect to 6,000,000 of the 11,000,000 shares of its common stock included in the offering.  In connection with the forward sale agreements, the forward counterparties or their affiliates are expected to borrow and sell to the underwriters the shares subject to the forward sale agreements.  Subject to its right to elect cash or net share settlement (which right is subject to certain conditions), GlobaLogic intends to deliver to the forward counterparties, upon physical settlement of such forward sale agreements on one or more dates specified by the Company occurring no later than approximately 12 months following the completion of the offering, the 6,000,000 shares that are subject to the forward sale agreements in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price, less underwriting discounts and commissions, and will be subject to certain adjustments as provided in the forward sale agreements.

GlobaLogic will receive proceeds from its direct sale of shares of its common stock in this public offering, but it will not initially receive any proceeds from the sale of shares of its common stock by the forward counterparties.  GlobaLogic expects to use the net proceeds from the sale of the shares of its common stock in this offering and any net proceeds it receives upon the future settlement of the forward sale agreements for general corporate purposes, which may include strategic acquisitions and the repayment or refinancing of outstanding indebtedness.

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 prospectus and the related prospectus supplement, copies of which may be obtained.

Forward-looking Statements

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.  Factors that might cause or contribute to a material difference include those discussed in our filings with the SEC and the following:  economic conditions generally; competition and pricing pressures; our ability to align our investments in capital assets, including equipment, service centers and warehouses.

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