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# C.H. Robinson Agrees To Buy RXO For $5.8 Billion, Pausing Buybacks Until Debt Falls
- URL: https://www.bullished.co/c-h-robinson-agrees-to-buy-rxo-for-5-8-billion-pausing-buybacks-until-debt-falls-5720a003/
- Published: 2026-10-05T12:41:19.000Z
- Updated: 2026-10-05T12:41:19.000Z
- Description: The cash-and-stock deal offers RXO holders $30.25 a share implied, and closing is targeted for the first half of 2027.
- Author: Matteo Parrino
- Tags: Deals, CHRW, Industry: Industrials

C.H. Robinson agreed to buy rival freight broker RXO in a deal with an implied value of [$5.8 billion](https://www.sec.gov/Archives/edgar/data/0001043277/000119312526413203/d115124dex991.htm?ref=bullished.co) in cash and stock, according to an [8-K filed Monday](https://www.sec.gov/Archives/edgar/data/0001043277/000119312526413203/d115124d8k.htm?ref=bullished.co). The companies said the combined business would have an enterprise value above $25 billion.

## What the filing says

RXO holders will receive $17.25 in cash plus 0.0856 C.H. Robinson shares for each RXO share, or $30.25 implied. That is a 29% premium to RXO's close on Friday, October 2, and 27% to its 90-day volume-weighted average price, the companies said.

The 8-K also lets holders elect all cash at $30.25 a share, or all stock at 0.1992 of a C.H. Robinson share. Those elections are subject to proration so total cash and share issuance match the standard mix. Shares with no election get the standard mix.

The merger agreement was signed October 4, and both boards approved it unanimously. Closing is targeted for the first half of 2027, pending regulatory approval and an RXO shareholder vote. MFN Partners, which holds about 17% of RXO, has committed to vote in favor.

If the deal has not closed by July 4, 2027, either side can terminate, subject to two optional three-month extensions when only regulatory approvals remain. RXO would owe C.H. Robinson a $175 million termination fee in specified cases, such as a change in its board's recommendation or a willful breach of its no-shop obligations.

## What it changes

C.H. Robinson expects about [$300 million](https://seekingalpha.com/news/4650124-ch-robinson-worldwide-strikes-a-58b-deal-to-acquire-rxo?ref=bullished.co) of net run-rate cost synergies within two years of closing, using its Lean AI operating model. It also expects adjusted earnings per share to rise within nine months of closing. The company is betting those savings can fund the cash portion of the price and pay down debt, and it is pausing share buybacks until leverage reaches its target.

The filing says the deal is not conditioned on C.H. Robinson obtaining financing. The agreement does require reasonable best efforts to secure the debt commitment, and RXO must cooperate on repaying its credit facility and handling its senior notes. RXO stock will be delisted from the New York Stock Exchange after closing.

## What to watch

C.H. Robinson plans to file a Form S-4 registration statement with the SEC, which will carry RXO's proxy materials for the shareholder vote. Antitrust clearance under the Hart-Scott-Rodino Act is also required.

The first checkpoint is the Form S-4, which will set out the RXO vote; the Hart-Scott-Rodino waiting period must also end before closing.

### Sources

- [8-K Filing — C. H. ROBINSON WORLDWIDE, INC. (CHRW)](https://www.sec.gov/Archives/edgar/data/0001043277/000119312526413203/d115124d8k.htm?ref=bullished.co) — SEC EDGAR
- [Exhibit d115124dex991.htm — C. H. ROBINSON WORLDWIDE, INC. 8-K exhibit](https://www.sec.gov/Archives/edgar/data/0001043277/000119312526413203/d115124dex991.htm?ref=bullished.co) — SEC EDGAR
- [Exhibit d115124dex992.htm — C. H. ROBINSON WORLDWIDE, INC. 8-K exhibit](https://www.sec.gov/Archives/edgar/data/0001043277/000119312526413203/d115124dex992.htm?ref=bullished.co) — SEC EDGAR
- [C.H. Robinson Worldwide strikes a $5.8B deal to acquire RXO (CHRW:NASDAQ) | Seeking Alpha](https://seekingalpha.com/news/4650124-ch-robinson-worldwide-strikes-a-58b-deal-to-acquire-rxo?ref=bullished.co) — seekingalpha.com