C.H. Robinson agrees to acquire RXO in major logistics deal
C.H. Robinson Worldwide has entered into a definitive agreement to acquire RXO in a cash-and-stock transaction valued at approximately $5.8 billion, bringing together two major North American freight brokerage and logistics businesses.
The acquisition would create a combined company with an enterprise value exceeding $25 billion, expanding C.H. Robinson’s transportation network and strengthening its position across truck brokerage, managed transportation, expedited freight, last-mile delivery and global freight forwarding.
The transaction is expected to close in the first half of 2027, subject to regulatory approvals, RXO shareholder approval and other customary closing conditions.
Acquisition to strengthen North American logistics operations
The proposed combination will bring together C.H. Robinson’s global multimodal transportation network with RXO’s capabilities in North American truck brokerage, expedited transportation and last-mile delivery.
C.H. Robinson plans to integrate RXO primarily into its North American Surface Transportation (NAST) division, creating a larger network serving customers across multiple industries.
The companies expect the expanded platform to increase network density, improve access to transportation capacity and create additional opportunities to offer services across their respective customer bases.
The acquisition would also combine C.H. Robinson’s international freight forwarding operations with RXO’s domestic transportation capabilities, potentially allowing customers to manage a broader range of logistics requirements through the combined business.
C.H. Robinson targets operational savings through AI
A central element of the acquisition is the planned introduction of C.H. Robinson’s Lean AI operating model across RXO’s operations.
The company expects the integration to generate approximately $300 million in annualised net cost savings within two years of completing the transaction.
These savings are expected to come from operational efficiencies, lower service costs, shared-services integration and reduced third-party expenditure.
C.H. Robinson also expects the combination to expand its proprietary datasets, supporting the development of AI-driven tools for sales, freight matching and transportation procurement.
Dave Bozeman, President and Chief Executive Officer of C.H. Robinson, said the acquisition represents the next stage of the company’s transformation.
“By applying our proven Lean AI model to RXO’s business, we expect to significantly enhance productivity to unlock compelling cost synergies,” Bozeman said.
Drew Wilkerson, Chairman and Chief Executive Officer of RXO, said the transaction would combine the companies’ complementary transportation capabilities and customer networks.
RXO shareholders to receive cash and stock
Under the merger agreement, RXO shareholders will receive consideration with an implied value of $30.25 per share.
The standard consideration consists of $17.25 in cash and 0.0856 shares of C.H. Robinson common stock for each RXO share held.
Shareholders may alternatively elect to receive $30.25 entirely in cash or 0.1992 C.H. Robinson shares, subject to allocation and adjustment procedures.
The overall transaction structure provides for approximately 57% of the consideration to be paid in cash and 43% in C.H. Robinson shares.
The offer represents a 27% premium to RXO’s 90-day volume-weighted average share price and a 29% premium to its closing price on October 2, 2026.
Following completion, RXO shareholders are expected to own approximately 11% of the combined company.
Both companies’ boards have unanimously approved the merger agreement.
MFN Partners LP, which holds approximately 17% of RXO, has agreed to vote its shares in favour of the transaction, subject to the terms of its agreement.
Financing and integration plans
C.H. Robinson intends to finance the cash portion of the acquisition through new debt financing and has secured a fully underwritten bridge financing commitment from Morgan Stanley Senior Funding.
The company expects the acquisition to contribute positively to adjusted earnings per share within nine months of closing. It also projects a mid-teens percentage increase in adjusted earnings per share in 2028.
The anticipated operational savings are expected to support cash flow generation and debt reduction following the acquisition.
C.H. Robinson aims to reduce leverage to between 1.75 and 2.25 times net debt to last-twelve-month adjusted EBITDA by the end of 2028.
The company also expects to maintain its investment-grade credit ratings and plans to suspend share repurchases until it reaches its target leverage range.
Beyond the immediate integration, the combined business is expected to pursue additional opportunities across transportation segments through its expanded customer base and complementary commercial operations.
However, the projected financial benefits remain dependent on the successful completion of the transaction and the subsequent integration of the two companies.
