C.H. Robinson (NASDAQ: CHRW) agrees to buy RXO in $5.8 billion deal

What happened

C.H. Robinson Worldwide, Inc. (NASDAQ: CHRW) said it will acquire RXO Inc. in a stock-and-cash deal for $5.8 billion. The company said the combined enterprise value will be over $25 billion.

RXO stockholders will receive $17.25 in cash and 0.0856 shares of C.H. Robinson common stock for each RXO share, or $30.25 per share in total. They may elect all-cash consideration of $30.25 per share or all-stock consideration of 0.1992 shares, with proration so about 57% of merger consideration is paid in cash and 43% in shares.

RXO stockholders are expected to own 11% of the combined company at close. The boards of both companies unanimously approved the agreement, and the merger is expected to close in the first half of 2027, subject to regulatory approval and approval by RXO stockholders.

C.H. Robinson said it will finance the cash portion with new debt financing and a fully underwritten bridge facility commitment.

Key numbers

Metric	Latest	Change	Source
Implied value of RXO acquisition	$5.8 billion		SEC 8-K press release
Expected combined enterprise value	over $25 billion		SEC 8-K press release
Net run-rate cost synergies	$300 million		SEC 8-K press release
Total consideration per RXO share	$30.25 per share		SEC 8-K press release
Premium to RXO 90-day VWAP	27%		SEC 8-K press release
Premium to RXO closing price	29%		SEC 8-K press release

Read more: C.H. Robinson Worldwide (CHRW) stock analysis and investment case

Why it matters

The filing says C.H. Robinson expects about $300 million of net run-rate cost synergies within two years after close. OptimistFi's calculation puts that at about 5.2% of the $5.8 billion implied deal value.

That gives the transaction a measurable cost target, not just a scale story. C.H. Robinson says the acquisition will improve network density, expand its multi-modal platform and combine brokerage, managed transportation, global forwarding, expedited and last mile.

The press release says the combined company should be accretive to adjusted EPS within nine months of close and mid-teens accretive in 2028. Those are expected outcomes, not reported results.

The caveat is that the synergies, EPS accretion and leverage goals all depend on closing, financing and integration. C.H. Robinson also says it targets net debt to LTM adjusted EBITDA of 1.75x to 2.25x by the end of 2028 and plans to pause share repurchases until it reaches that range.

Browse: stock research on every company OptimistFi covers

What's next

The next dated event in the filing is C.H. Robinson's conference call at 8:00 a.m. Eastern Time today. The company also said it intends to file a registration statement on Form S-4, and that a definitive proxy statement/prospectus will be mailed after effectiveness.

The merger is expected to close in the first half of 2027. A timely closing would support the synergy plan and leverage path, while a missed approval or financing problem would weaken both.

More from OptimistFi