C.H. Robinson agrees to acquire RXO in stock-and-cash deal valued at $5.8 billion

C.H. Robinson Worldwide, Inc. (CHRW) said on Monday it agreed to acquire RXO, Inc. in a stock-and-cash transaction for an implied enterprise value of $5.8 billion. The deal will combine two North American third-party logistics networks.

Under the terms of the merger agreement, RXO stockholders will receive $17.25 per share in cash and 0.0856 shares of C.H. Robinson common stock for each share owned, representing an implied total consideration of $30.25 per share based on C.H. Robinson's 16-day volume-weighted average price as of October 2, 2026. Stockholders may elect to receive the standard mixed consideration, all-cash consideration of $30.25 per share, or all-stock consideration of 0.1992 shares of C.H. Robinson common stock, subject to proration to ensure approximately 57% of the total consideration is paid in cash and 43% in stock.

The implied total consideration represents a premium of 27% to RXO's 90-day volume-weighted average price and 29% to its closing price on Friday, October 2, 2026. RXO stockholders are expected to own approximately 11% of the combined company upon closing.

C.H. Robinson expects the transaction to generate approximately $300 million of net run-rate cost synergies within two years following the transaction close through cost-to-serve opportunities, operating efficiencies, shared-services savings, and third-party spend optimization. The company intends to apply its Lean AI operating model to RXO's business to achieve these productivity improvements.

The transaction is expected to be accretive to adjusted earnings per share within nine months of the transaction close and mid-teens accretive to adjusted earnings per share in 2028. C.H. Robinson secured a fully underwritten commitment for a 364-day senior unsecured bridge term loan facility in the aggregate principal amount of up to $4.5 billion from Morgan Stanley Senior Funding, Inc. to backstop cash consideration requirements and existing debt arrangements.

In connection with the merger agreement, MFN Partners LP, holding approximately 17% of RXO's outstanding shares, entered into a voting and support agreement to vote in favor of the transaction. The acquisition is expected to close in the first half of 2027, subject to customary closing conditions, including regulatory clearances and approval by RXO stockholders.

Dave Bozeman, C.H. Robinson President and Chief Executive Officer, said, "This transaction is a natural next step in our transformation, allowing us to create a more scaled, resilient North American third-party logistics provider positioned to offer exceptional customer service and redefine the future of our industry."

Drew Wilkerson, RXO Chairman and Chief Executive Officer, said, "Joining C.H. Robinson represents an exciting next chapter for our company, our employees and our customers."