XPO Logistics Completes Acquisition Of Pacer International

• Becomes the third largest provider of intermodal services in North America and the leader in cross-border Mexico intermodal
• Creates significant cross-selling opportunities with complementary services

XPO Logistics, Inc. recently announced that it has completed its previously announced acquisition of Pacer International, Inc. ("Pacer") in a cash and stock transaction valued at approximately $335M.

The company financed the cash portion of the acquisition and related fees and expenses through a combination of cash on hand and a portion of the net proceeds of its recent $414M public offering of common stock.

Bradley Jacobs, chairman and chief executive officer of XPO Logistics, said, "Our acquisition of Pacer makes us a major player in the fast-growing intermodal sector, and the largest intermodal provider in cross-border Mexico. We now have a strong platform that fits our customer-centric culture and can support considerably more scale as we continue to grow our multi-modal services to shippers. Over the past few months, every functional area of XPO has been involved in creating a detailed integration plan that we start executing today, along with immediate cross-selling to our combined customer base. We welcome our new employees, customers, rail partners and carriers to XPO."

Daniel Avramovich, former chief executive officer of Pacer, has assumed new responsibilities as XPO's senior vice president of strategic development. Mr. Avramovich will help to align the company's national and multi-national customers with an expanding base of capacity providers, including major rail relationships, and will serve on the company's acquisition team. He reports directly to CEO Bradley Jacobs.

Mr. Jacobs said, "We're excited to tap into the decades of industry experience that Dan brings to XPO. Dan has had success in every major area of transportation logistics, including contract logistics, global supply chains, managed transportation, LTL, brokerage, expedited and intermodal. His perspective will provide valuable input to our decisions."

The transaction makes XPO Logistics the third largest provider of intermodal services in North America, and the largest cross-border Mexico provider. Its contractual arrangements with rail carriers provide access to more than 60,000 miles of network rail routes. To support these operations, the company manages approximately 17,000 company-controlled containers and has access to more than 100,000 additional big and small boxes. The majority of the company's intermodal services will be rebranded as XPO Logistics.

Credit Suisse Securities (USA) LLC served as financial advisor to XPO Logistics, and Wachtell, Lipton, Rosen & Katz acted as legal advisor. Morgan Stanley & Co. LLC served as financial advisor to Pacer, and Winston & Strawn LLP acted as legal advisor.

About XPO Logistics, Inc.
XPO Logistics, Inc. is one of the fastest growing providers of transportation logistics services in North America: the fourth largest freight brokerage firm, the third largest provider of intermodal services, the largest provider of last-mile logistics for heavy goods, and the largest manager of expedited shipments, with growing positions in managed transportation, global freight forwarding and less-than-truckload brokerage. The company facilitates more than 22,000 deliveries a day throughout the U.S., Mexico and Canada.

XPO Logistics has 122 locations and approximately 3,100 employees. Its three business segments - freight brokerage, expedited transportation and freight forwarding - utilize relationships with ground, rail, sea and air carriers to serve over 12,000 customers in the manufacturing, industrial, retail, commercial, life sciences and government sectors. The company has approximately 400 trucks under exclusive contract and over 24,000 additional relationships with carriers that provide capacity.