C. H. Robinson Worldwide, Inc. filed a Form 8-K on November 4, 2026, disclosing amendments to its revolving credit agreement and note purchase agreement, both executed on November 2, 2026, in connection with the company's planned acquisition of RXO, Inc.

Key Highlights

  • Maturity extended: The revolving credit facility maturity date moves from November 19, 2027 to October 31, 2031.
  • Commitments increased: Aggregate revolving commitments rise from $1.0 billion to $1.25 billion, with the letter of credit sublimit increasing from $50 million to $150 million.
  • Accordion facility expanded: The accordion facility increases from $500 million to $625 million.
  • Leverage Holidays expanded: The number of permitted Leverage Holidays under the credit agreement increases from two to three, with one deemed elected upon completion of the RXO acquisition.
  • NPA Amendment rate step-up: During a Leverage Holiday, the note interest rate increases by 0.75% per annum if the leverage ratio exceeds 3.75 to 1.00 but not 4.00 to 1.00, and by 1.25% per annum if it exceeds 4.00 to 1.00.
  • Bridge facility portion terminated: Following the amendments taking effect, the portion of the Bridge Facility commitments backstopping the credit agreement and note purchase agreement amendments was terminated, with related backstop fees correspondingly reduced.

C.H. Robinson Amends Credit Agreement and Note Purchase Agreement Ahead of RXO Acquisition

C. H. Robinson Worldwide, Inc., a Delaware-incorporated freight transportation and logistics company headquartered in Eden Prairie, Minnesota, reported in its November 4, 2026 filing that it entered into the Sixth Omnibus Amendment to its credit agreement on November 2, 2026. The amendment, involving a group of lenders led by U.S. Bank National Association as administrative agent, restructures the company's revolving credit facility in several ways, extending its maturity to October 31, 2031 and increasing total commitments to $1.25 billion. The letter of credit sublimit rises to $150 million, and the accordion facility expands to $625 million, according to the filing.

The amendment also incorporates new EBITDA add-backs for unusual and extraordinary cash expenses, certain restructuring, integration, and transaction costs, and projected cost savings and synergies related to permitted acquisitions, with certain of those add-backs subject to an aggregate cap of 15% of consolidated EBITDA for any period, the filing stated. Additional changes include the removal of restrictions on intercompany investments among C. H. Robinson and its subsidiaries, increases in monetary judgment default and material indebtedness thresholds from $125 million to $200 million, and the removal of ESG-related provisions and adjustments. The filing noted that interest rate margins and commitment fee rates are unchanged, with Term SOFR margins remaining in a range of 0.75% to 1.375% and commitment fees in a range of 0.07% to 0.15%, each based on the company's S&P Rating and Moody's Rating.

Separately, on the same date, C. H. Robinson also entered into the Fourth Amendment to its Note Purchase Agreement with certain noteholders, the filing disclosed. That amendment primarily makes conforming changes to covenants consistent with the credit agreement revisions, including EBITDA add-backs and leverage ratio provisions related to the planned acquisition of RXO, Inc. under an Agreement and Plan of Merger dated October 4, 2026. The filing indicated that because both amendments became effective, the backstop portion of a bridge facility commitment letter dated October 4, 2026, originally arranged with Morgan Stanley Senior Funding, Inc., was terminated in accordance with that commitment letter's terms, and related backstop fees were correspondingly reduced. The filing was signed by Dorothy G. Capers, Chief Legal Officer and Secretary, on November 4, 2026, and the company's common stock is listed on NASDAQ:CHRW.

What Was Disclosed

C. H. Robinson Worldwide, Inc. disclosed amendments to its revolving credit facility and note purchase agreement, both dated November 2, 2026, expanding credit capacity and adjusting leverage covenants in connection with the pending acquisition of RXO, Inc., and reported the partial termination of a related bridge facility.