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RXO To Acquire Coyote Logistics From UPS

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  • Creates the third-largest provider of brokered transportation in North America “ a scaled industry leader
  • Strategic transaction immediately and significantly accretive to RXO’s adjusted diluted earnings per share and adjusted free cash flow
  • Expands RXO’s market position with increased capacity for customers and increased access to freight for carriers
  • Purchase price of $1.025 billion in cash
  • RXO to fund the transaction with mix of equity and debt that is expected to be neutral to leverage; fully committed equity from two of RXO’s largest shareholders represents over 50% of purchase price

CHARLOTTE, N.C.–(BUSINESS WIRE)–RXO (NYSE: RXO) has entered into a definitive agreement to acquire Coyote Logistics, an asset-light freight brokerage business, for $1.025 billion from UPS. This acquisition will enhance RXO’s market position, diversify and expand its customer base, and broaden its carrier network. At closing, RXO will be the third-largest provider of brokered transportation in North America.

RXO’s highly accretive acquisition of Coyote will immediately increase the scale of our brokerage business, providing customers with more capacity across a wider array of power lanes, said Drew Wilkerson, chief executive officer of RXO. RXO will realize significant synergies from the acquisition by quickly integrating Coyote’s business into RXO and leveraging our cutting-edge technology. The addition of Coyote’s customer base will diversify RXO’s vertical mix and will increase the number of customers that do more than $1 million in business with us by approximately 80%. This acquisition will provide RXO with both immediate and long-term opportunities for revenue and earnings growth and will generate significant returns for shareholders. I look forward to welcoming Coyote’s employees to our team and working together to achieve excellent results for our customers, shareholders, carrier partners and employees for years to come.

The transaction is expected to be immediately and significantly accretive to RXO’s adjusted diluted earnings per share and adjusted free cash flow.

Under the terms of the agreement, RXO will pay $1.025 billion in cash for Coyote. RXO will continue to serve UPS’s brokered transportation needs under a contract that runs through January 2030.

The acquired business generated approximately $3.2 billion in revenue in 2023 with approximately $470 million in gross margin and approximately $86 million of adjusted EBITDA1.

RXO expects annualized cost synergies of at least $25 million.

The transaction will be funded with a mix of equity and debt, including a $300 million equity investment from MFN Partners and a $250 million equity investment from Orbis Investments, two of RXO’s largest shareholders. The transaction is backstopped by fully committed financing and is expected to be neutral to leverage.

RXO’s Board of Directors has unanimously approved the transaction, which is subject to customary closing conditions and regulatory approvals and is expected to close by the end of 2024.

Goldman Sachs & Co. LLC is serving as financial advisor to RXO, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as its legal advisor.

RXO reaffirms its second quarter adjusted EBITDA outlook and continues to expect adjusted EBITDA between $24 million and $30 million.

Conference Call

RXO will hold a conference call and webcast to discuss the planned acquisition on Monday, June 24 at 8:00 a.m. Eastern Daylight Time. Participants can call in toll-free (from U.S./Canada) at +1-888-259-6580; international callers dial +1-206-962-3782. The conference ID is 58041361. A live webcast of the conference call will be available on the investor relations area of the company’s website, http://investors.rxo.com.

A replay of the conference call will be available through July 15, 2024, by calling toll-free (from U.S./Canada) +1-877-674-7070; international callers dial +1-416-764-8692. Use the passcode 041361#. Additionally, the call will be archived on http://investors.rxo.com.

About RXO

RXO (NYSE: RXO) is a leading provider of asset-light transportation solutions. RXO offers tech-enabled truck brokerage services together with complementary solutions including managed transportation, freight forwarding and last mile delivery. The company combines massive capacity and cutting-edge technology to move freight efficiently through supply chains across North America. The company is headquartered in Charlotte, N.C. Visit RXO.com for more information and connect with RXO on Facebook (NASDAQ:), X, LinkedIn, Instagram and YouTube.

About Coyote Logistics

Coyote Logistics is a leading global third-party logistics provider that was founded in 2006. It leverages its network of 100,000 carriers to ship goods for 15,000 customers. Coyote became a UPS company in 2015.

Forward-looking Statements

This release includes forward-looking statements, including statements relating to the potential transaction, such as the expected funding and time period to consummate the potential transaction and the anticipated benefits (including synergies) of the potential transaction, as well as our second-quarter outlook. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “predict,” “should,” “will,” “expect,” “project,” “forecast,” “goal,” “outlook,” “target, or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.

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 the risks discussed in our filings with the Securities and Exchange Commission (SEC) and the following: the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated; potential delays in consummating the potential transaction, including as a result of regulatory approvals; RXO’s ability to integrate the operations of Coyote Logistics in a successful manner and in the expected time period; the possibility that any of the anticipated benefits and projected synergies of the potential transaction will not be realized or will not be realized on the anticipated terms and within the expected time period; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; risks that the anticipated tax treatment of the potential transaction is not obtained; unforeseen or unknown liabilities; customer, regulatory and other stakeholder approvals and support; unexpected future capital expenditures; potential litigation relating to the potential transaction that could be instituted against RXO or its directors; the possibility that the potential transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the effect of the announcement, pendency or completion of the potential transaction on the parties’ business relationships and business generally; risks that the potential transaction disrupts current plans and operations of RXO and potential difficulties in employee retention and hiring as a result of the potential transaction, as well as the risk of disruption of RXO’s or Coyote Logistics’ management, including the diversion of management’s time and attention to completion of the proposed transaction and integration matters, and business disruption during the pendency of, or following, the potential transaction; certain restrictions during the pendency of the proposed transaction that may impact RXO’s and Coyote Logistics’ ability to pursue certain business opportunities or strategic transactions; negative effects of this announcement, and the pendency or completion of the potential transaction on the market price of RXO’s common stock and/or operating results; rating agency actions and RXO’s ability to access short- and long-term debt and equity markets on a timely and affordable basis; the risk that actual results of the acquired business may differ materially from preliminary results; and the risks described in Part I, Item 1A Risk Factors of RXO’s Annual Report on Form 10-K for the year ended December 31, 2023 and in subsequent filings with the SEC. All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.

__________
1 Results of the acquired business are preliminary and subject to completion of financial closing procedures and completion of the related audit. Accordingly, actual results of the acquired business may differ materially from these preliminary results. Adjusted EBITDA (a non-GAAP measure) of the acquired business is calculated in accordance with RXO’s definition of adjusted EBITDA. A reconciliation of adjusted EBITDA of the acquired business to a corresponding GAAP measure is not available without unreasonable effort prior to completion of the audit.

Media Contact
Erin Kelly
erin.kelly@rxo.com

Investor Contact
Kevin Sterling
kevin.sterling@rxo.com

Source: RXO

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Sean ‘Diddy’ Combs charged with sex trafficking, racketeering

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By Luc Cohen and Jonathan Stempel

NEW YORK (Reuters) -Sean “Diddy” Combs used his fame as one of the biggest names in hip-hop to coerce women into engaging in demeaning sex acts as part of a long-running scheme of sex trafficking and racketeering, according to a three-count federal indictment unsealed on Tuesday.

Combs, 54, used the business empire he controlled, including his record label Bad Boy Entertainment, to transport women, as well as male sex workers, across state lines to take part in recorded sexual performances called “Freak Offs” in which the music mogul would watch and masturbate, prosecutors said.

The rapper and producer, arrested in Manhattan on Monday night, is expected to appear in court before U.S. Magistrate Judge Robyn Tarnofsky at 2:30 p.m. EDT (1830 GMT) on Tuesday.

Combs faces a mandatory minimum 15-year prison sentence and up to life behind bars if convicted of the three felony counts: racketeering conspiracy, sex trafficking and transportation to engage in prostitution.

The office of Manhattan U.S. Attorney Damian Williams, which brought the charges, said in a court filing that the stiff potential sentence could give Combs incentive to flee.

Prosecutors have asked Tarnofsky to order Combs to remain detained pending trial. Defense lawyers are asking to have him released on $50 million bond secured by his Miami home.

Prosecutors accused Combs of running a criminal enterprise to facilitate his exploitation of women, dating back at least 16 years.

According to the indictment, Combs enticed women by giving them drugs such as ketamine and ecstasy, financial support, or promises of career support or a romantic relationship. Combs then used surreptitious recordings of the sex acts as “collateral” to ensure that the women would remain silent, and sometimes displayed weapons to intimidate abuse victims and witnesses, prosecutors said.

“The victims did not believe they could refuse Combs without risking their security or facing more abuse,” Williams told a press conference. “This office is determined to investigate and prosecute anyone who engages in sex trafficking, no matter how powerful or wealthy or famous you may be.”

The indictment did not specify how many women were alleged victims. It contained no allegation that Combs himself directly engaged in unwanted sexual contact with women, though he was accused of assaulting them by punching, kicking, dragging and throwing objects.

Also known during his career as P. Diddy and Puff Daddy, Combs founded Bad Boy records and is credited with helping turn rappers and R&B singers such as Mary J. Blige, Faith Evans, Notorious B.I.G. and Usher into stars in the 1990s and 2000s.

‘NOT A CRIMINAL’

Marc Agnifilo, a lawyer for Combs, did not immediately respond to a request for comment on Tuesday. Agnifilo on Monday expressed disappointment with the “unjust” prosecution of his client, calling Combs “an imperfect person” but “not a criminal.”

Combs is the highest-profile music industry figure charged with sexual misconduct since R&B singer R. Kelly was sentenced to a combined 31 years in prison after being convicted in New York in 2021 and Chicago in 2022 sex trafficking, racketeering, child sex crimes and other counts.

His career and reputation have been marred over the past year. Last November, his former girlfriend Casandra Ventura, an R&B singer known as Cassie, accused him in a lawsuit of serial physical abuse, sexual slavery and rape. She agreed to an undisclosed settlement one day after suing. Combs denied her allegations.

New York Mayor Eric Adams asked Combs to return a commemorative “key to the city” after a video showing him attacking Cassie surfaced in May.

BABY OIL, AR-15 RIFLES

Prosecutors said Combs and his associates used bribery and violence such as arson and kidnapping to try to keep his conduct secret.

In a March 2016 incident that resembles Cassie’s description of his alleged attack, prosecutors said Combs was captured on a hotel security video striking and dragging a woman trying to leave a “Freak Off.” Combs then offered a stack of cash to a hotel security officer who intervened, prosecutors said.

In 2011, Combs and a co-conspirator kidnapped a person at gun point to facilitate a break in, prosecutors said. Two weeks later, Combs’ co-conspirators set a car on fire, and he later bragged about his role in the arson, prosecutors said.

© Reuters. FILE PHOTO: Rapper Sean Diddy Combs arrives at the 2016 MTV Video Music Awards in New York, U.S., August 28, 2016.  REUTERS/Eduardo Munoz/File Photo

Prosecutors said Combs’ employees helped arrange the “Freak Offs” by booking hotel rooms and buying controlled substances and other items used during sex, according to the indictment.

During raids of his homes in Los Angeles and Miami Beach, Florida six months ago, authorities found drugs and 1,000 bottles of baby oil and lubricant, along with AR-15 rifles with defaced serial numbers, the indictment said.

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Wysh Collaborates with Jack Henry to Enhance Financial Protection for Credit Union Members

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Community and regional financial institutions can offer account holders embedded life insurance, increased financial security, and innovative deposit products

New York, New York–(Newsfile Corp. – September 17, 2024) – Wysh Life and Health Insurance Company, an AM Best A- rated insurance carrier offering innovative financial protection solutions, today announced that its embedded Life Benefit product is now accessible through the Jack Henry™ digital banking platform.

Wysh leveraged the Banno Digital Toolkit™, the same set of APIs the Banno Digital Platform™ is built on, to embed its technology into the digital experiences offered by community and regional financial institutions. Access to Jack Henry’s API, design, and authenticated frameworks has enabled Wysh to directly integrate Life Benefit into the digital banking platform, providing a seamless banking experience. This integration contributes to Jack Henry’s growing ecosystem of over 1,000 fintechs, providing approximately 7,500 financial institutions with relevant financial products and services for their account holders.

Life Benefit is a groundbreaking solution that embeds micro life insurance coverage equal to 10% of an account holder’s deposits, up to $10,000, providing protection directly to their account upon the holder’s death. With no opt-in, sign-up, or underwriting required, Life Benefit extends life insurance protection to demographics that have been historically overlooked due to pre-existing conditions or adverse financial histories. This innovative product helps banks and credit unions attract diverse, younger members, address net interest margin compression, and create new revenue streams through embedded affiliate programs.

“We’re thrilled to join Jack Henry’s fintech ecosystem and bring Life Benefit to more banks, credit unions and their members,” said Alex Matjanec, CEO of Wysh. “Our experience with the Banno Digital Toolkit has been excellent, allowing us to seamlessly integrate our solution into the digital banking platform. This collaboration will enable community and regional financial institutions to offer a truly innovative and inclusive financial protection product that aligns with their values while improving deposit economics.”

About Jack Henry™

Jack Henry™ (NASDAQ: JKHY) is a well-rounded financial technology company that strengthens connections between financial institutions and the people and businesses they serve. We are an company that prioritizes openness, collaboration, and user centricity – offering banks and credit unions a vibrant ecosystem of internally developed modern capabilities as well as the ability to integrate with leading fintechs. For more than 48 years, Jack Henry has provided technology solutions to enable clients to innovate faster, strategically differentiate, and successfully compete while serving the evolving needs of their account holders. We empower approximately 7,500 clients with people-inspired innovation, personal service, and insight-driven solutions that help reduce the barriers to financial health. Additional information is available at www.jackhenry.com.

About Wysh Life and Health Insurance Company

Wysh Life and Health Insurance Company is a wholly-owned subsidiary of Northwestern (NASDAQ:) Mutual. Wysh offers innovative embedded protection solutions, including Life Benefit, which helps financial institutions attract, retain, and differentiate deposits while providing valuable coverage to members. By integrating seamlessly with financial platforms, Wysh is revolutionizing the way financial institutions approach member protection and deposit growth. To learn more about Wysh, visit wysh.com or contact press@wysh.com.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/223633

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Fifth Third Community Development Corp. President Susan E. Thomas Named Co-Chair of National Housing Crisis Task Force

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CINCINNATI–(BUSINESS WIRE)–A new bipartisan task force is tackling one of America’s most pressing problems “ the national housing crisis “ and is seeking to elevate the most innovative solutions from across the country to produce and preserve housing across all income levels in every part of the country.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240917284773/en/

Fifth Third Community Development Corporation President Susan E. Thomas (Photo: Business Wire)

This work will be led in part by Fifth Third Community Development Corporation President Susan E. Thomas, a national leader in community development banking and development. Of the four bipartisan National Housing Crisis Task Force co-chairs, Thomas is the only co-chair from the private sector.

The other co-chairs are Utah Governor Spencer Cox, Atlanta Mayor Andre Dickens, and Cleveland Mayor Justin M. Bibb.

The solutions are out there, but they are being deployed piecemeal, in individual communities, Thomas said. The task force will identify the best examples of innovative financing and land disposition tools, policies to streamline market-rate and subsidized-affordable housing development and help replicate them in communities across the country.

Thomas has seen firsthand the impact of innovation in housing through her work with Fifth Third’s Empowering Black Futures Neighborhood Program, which creates and implements innovative place-based strategies to effect positive change in nine historically disinvested neighborhoods across the Bank’s 11-state footprint.

Affordable housing is a cornerstone of Fifth Third’s Neighborhood Program, which is pioneering a new way to do community development by partnering with local organizations to build ecosystems that drive real change through both financial and social investments. This collective ecosystem approach is focused on identifying solutions to key challenges in partnership with the community, with the goal of creating lasting, transformative change.

At Fifth Third, we view safe, affordable housing as a basic human right, and helping to solve this crisis is one of our top priorities, said Kala Gibson, chief corporate responsibility officer for Fifth Third. As a regional bank, we are deeply embedded within the communities we serve, and we see firsthand every day how housing security is connected to economic mobility, financial stability, improved health outcomes and economic mobility.

Fifth Third’s Community Development Banking Group is actively helping to create housing inventory and remove barriers to affordability across the Bank’s footprint. This includes investing in low-income housing tax credits, new markets tax credits, community development financial institutions, and investment funds, as well as community-based lending for projects that create housing and provide other supportive services.

In 2023, Fifth Third provided $722 million in loans and investments to support 3,684 units of housing “ and we’re just getting started, Thomas said.

The National Housing Crisis Task Force is an ambitious, two-year project to bring the most promising innovations in housing production, preservation, and finance to communities across the country. Supported by the Nowak Metro Finance Lab at Drexel University and Accelerator for America (AFA), the bipartisan task force includes 28 government, non-profit, and business leaders who will create a platform to share and replicate what’s working locally, nationally and internationally. The task force’s work was launched Tuesday, July 23 at an in-person meeting in Washington, D.C. Its first report is expected this fall.

About Fifth Third

Fifth Third is a bank that’s as long on innovation as it is on history. Since 1858, we’ve been helping individuals, families, businesses and communities grow through smart financial services that improve lives. Our list of firsts is extensive, and it’s one that continues to expand as we explore the intersection of tech-driven innovation, dedicated people and focused community impact. Fifth Third is one of the few U.S.-based banks to have been named among Ethisphere’s World’s Most Ethical Companies ® for several years. With a commitment to taking care of our customers, employees, communities and shareholders, our goal is not only to be the nation’s highest performing regional bank, but to be the bank people most value and trust.

Fifth Third Bank, National Association is a federally chartered institution. Fifth Third Bancorp (NASDAQ:) is the indirect parent company of Fifth Third Bank and its common stock is traded on the NASDAQ ® Global Select Market under the symbol “FITB.” Investor information and press releases can be viewed at www.53.com. Deposit and credit products provided by Fifth Third Bank, National Association. Member FDIC.

Amanda Nageleisen (Media Relations)
amanda.nageleisen@53.com

Matt Curoe (Investor Relations)
matt.curoe@53.com | 513-534-2345

Source: Fifth Third

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