C.H. Robinson to Buy RXO in $5.8 Billion Mixed Deal
The asset-light logistics provider will fold RXO into its NAST division, with the companies citing $300 million in Lean AI cost synergies.
C.H. Robinson Worldwide, Inc. (CHRW) agreed to acquire RXO Inc. (RXO), a Fortune 1000 provider of asset-light, tech-enabled transportation solutions, in a stock-and-cash transaction with an implied value of $5.8 billion and a combined enterprise value of more than $25 billion.
RXO stockholders will receive $17.25 a share in cash and 0.0856 shares of C.H. Robinson common stock, for an implied total of $30.25 a share. The package is a 27% premium to RXO’s 90-day volume-weighted average price and 29% to its closing price on Friday, October 2, 2026. Shareholders may elect all-cash or all-stock consideration, with proration designed so that about 57% of the aggregate consideration is paid in cash and 43% in C.H. Robinson stock. RXO holders are expected to own 11% of the combined company at close.
The boards of both companies unanimously approved the merger. Closing is expected in the first half of 2027, subject to customary conditions, including regulatory approval and RXO stockholder consent. MFN Partners LP, which holds about 17% of RXO, agreed to vote its shares in favor and, subject to exceptions, not to transfer them. C.H. Robinson will finance the cash portion with new debt and has entered a fully underwritten bridge commitment with Morgan Stanley Senior Funding, Inc.
The deal brings together two complementary networks and diversifies C.H. Robinson’s multi-modal platform. Combining both firms’ trucking brokerage and managed transportation businesses, along with C.H. Robinson’s global forwarding and RXO’s expedited and last-mile strengths, is intended to create a denser North American network and more tailored solutions across modes and verticals. C.H. Robinson will integrate RXO primarily into its NAST division.
“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,” said Dave Bozeman, C.H. Robinson President and Chief Executive Officer.
C.H. Robinson expects about $300 million of net run-rate cost synergies within two years after close by applying its Lean AI operating model to RXO through cost-to-serve, operating efficiencies, shared-services savings, and third-party spend optimization. The acquisition will also expand C.H. Robinson’s proprietary datasets for AI-driven sales, matching, and procurement.
C.H. Robinson expects the transaction to be accretive to adjusted EPS within nine months of close and mid-teens accretive to adjusted EPS in 2028. Anticipated productivity gains should support deleveraging to a target leverage range of 1.75x to 2.25x net debt to LTM adjusted EBITDA by the end of 2028, with flexibility for growth investments. The company expects to maintain investment-grade credit ratings and intends to pause share repurchases until it reaches that leverage target after closing.
Drew Wilkerson, RXO Chairman and Chief Executive Officer, said joining C.H. Robinson represents an exciting next chapter for the company, its employees, and its customers. Orbis Investments, RXO’s largest shareholder, said it fully supports the transaction.