Fitch puts RXO IDR on Rating Watch Positive

The following is a press release from Fitch Ratings: Fitch Ratings-Chicago-08 October 2026: Fitch Ratings has placed RXO, Inc's Long-Term Issuer Default Rating (IDR) of 'BB' on Rating Watch Positive (RWP). Fitch has also placed RXO's senior unsecured notes rated 'BB' with a Recovery Rating of 'RR4' and senior secured ABL facility rated 'BBB-'/'RR1' on RWP. The placement on RWP follows the announcement that RXO will be acquired by C.H. Robinson (CHRW; not rated). It also reflects the potentially stronger credit profile of the combined entity and acquirer, as well as the likely rating equalization of C.H. Robinson and RXO under Fitch's "Parent and Subsidiary Linkage Rating Criteria" upon completion of the acquisition. Fitch expects to address the Rating Watch at the time of closing, which may extend beyond six months and is targeted for 1H2027. Key Rating Drivers Stronger Combined Credit Profile: Fitch expects the transaction to be beneficial to RXO's credit profile given the combined entity's increased size and scale in a market where platform size is a competitive advantage. The relative strength of CHRW's credit profile also demonstrates solid investment grade characteristics. The combination is likely to result in significant cost synergies by leveraging CHRW's operating optimization practices, adding growth opportunities where RXO has strength in managed transport, expedited and last mile services, and increasing density in traditional truckload and LTL brokerage. CHRW intends to maintain an investment grade credit profile through the transaction and expects to return to its 1.7x-2.25x target leverage range by YE2028. Parent and Subsidiary Linkage Application: Fitch would expect to apply our "Parent and Subsidiary Linkage Criteria" to RXO upon completion of the acquisition if CHRW assumes RXO's existing debt. We are likely to view strategic and operating incentives as high, given RXO's large size and importance to CHRW's growth strategy, which would likely result in rating equalization. Scale, Relationships, Tech Support Competitiveness: RXO's market position is supported by its customer service-orientation, cost focus, and proprietary technology platform within the highly competitive truck freight brokerage industry. Fitch believes RXO's business and cash flow profile features are consistent with the 'BB' rating category. Its service quality and breadth, and well-developed network supports maintaining strong relationships with national scale enterprise customers. Sustaining load volumes is also critical to attracting and retaining reputable third-party carriers. Peer Analysis Fitch compares RXO to other transportation and logistics peers like XPO, Inc (BB+/Stable), The Brink's Company (BB+/Stable) and C.H. Robinson (CHRW; not rated). XPO and Brinks operate relatively asset-intensive networks that support higher competitive barriers, while Brink's operating profile also benefits from a more stable demand environment for cash manageme