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

C.H. Robinson is moving to add scale to its North American logistics business. The company said Monday it agreed to acquire RXO in a stock-and-cash transaction with an implied value of $5.8 billion, creating a combined company with an enterprise value of more than $25 billion.

RXO stockholders will receive $17.25 in cash and 0.0856 of a C.H. Robinson share for each RXO share, an implied $30.25 per share based on C.H. Robinson's 16-day volume-weighted average price of $151.88 as of Oct. 2. Holders can instead elect all cash or all stock (0.1992 C.H. Robinson shares), subject to proration so that about 57% of the total is paid in cash and 43% in stock.

The companies said the price is a 29% premium to RXO's Friday close and 27% above its 90-day average. RXO holders are expected to own 11% of the combined company.

C.H. Robinson expects about $300 million of net run-rate cost synergies within two years of closing by applying what it calls its "Lean AI" operating model to RXO. It projects the deal will add to adjusted earnings per share within nine months of closing and be mid-teens accretive in 2028.

The cash portion will be financed with new debt, backed by a fully underwritten bridge facility from Morgan Stanley Senior Funding. C.H. Robinson said it plans to pause share repurchases after closing until it reaches its target leverage of 1.75 to 2.25 times net debt to adjusted EBITDA, which it aims to hit by the end of 2028.

"This transaction is a natural next step in our transformation," Chief Executive Dave Bozeman said in the release.

Both boards approved the deal unanimously. Closing is expected in the first half of 2027, subject to regulatory approval and an RXO shareholder vote. MFN Partners, which holds about 17% of RXO, agreed to vote in favor. RXO would owe a $175 million termination fee in certain circumstances.

By the numbers

• Implied value: $5.8 billion; $30.25 per RXO share
• Standard mix: $17.25 cash + 0.0856 CHRW share
• Premium: 29% to Oct. 2 close; 27% to 90-day VWAP
• Net cost synergies: about $300 million within two years
• RXO holders' stake in combined company: 11%
• RXO termination fee: $175 million

Sources

1. C.H. Robinson Worldwide, Inc. Form 8-K (Item 1.01), filed Oct. 5, 2026, accession 0001193125-26-413203
2. C.H. Robinson and RXO joint press release, Exhibit 99.1, dated Oct. 5, 2026

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