C.H. Robinson Amends Credit Facility & Note Purchase Agreement to Support RXO Acquisition

Overview of Filing

On November 2, 2026, C.H. Robinson Worldwide, Inc. (NASDAQ: CHRW) entered into the Sixth Omnibus Amendment to its existing credit agreement with a syndicate of lenders led by U.S. Bank National Association, alongside an amendment to its Note Purchase Agreement (NPA).

Key Terms of the Credit Agreement Amendment

• Facility Upsize: Aggregate revolving commitments expanded from $1.0 billion to $1.25 billion.
• Maturity Extension: Extended maturity date from November 19, 2027 to October 31, 2031.
• Letter of Credit Sublimit: Increased from $50 million to $150 million.
• Accordion Facility: Increased from $500 million to $625 million.
• Pricing: Unchanged interest rate margins (Term SOFR + 0.75% to 1.375%) and commitment fees (0.07% to 0.15%), tied to credit ratings.
• Covenant & Definition Adjustments:
  • New EBITDA add-backs for extraordinary cash expenses, restructuring, integration/transaction costs, and projected synergies (capped at 15% of consolidated EBITDA for certain items).
  • Increased thresholds for monetary judgment defaults and cross-defaults on material indebtedness from $125 million to $200 million.
  • Removal of restrictions on intercompany investments.
  • Removal of ESG-related provisions and adjustments.
  • Increased permitted "Leverage Holidays" (temporary maximum net leverage covenant increase from 3.75x to 4.25x for four quarters) from two to three, with a Leverage Holiday deemed elected upon closing the RXO acquisition.

Note Purchase Agreement (NPA) Amendment & Bridge Facility

• NPA Conforming Changes: Synchronized covenants, default thresholds ($200 million), and leverage holiday terms with the Credit Agreement.
• Margin Adjustment during Leverage Holiday: Note interest rate will step up by 0.75% per annum if the leverage ratio exceeds 3.75x (up to 4.00x), and by 1.25% per annum if the leverage ratio exceeds 4.00x.
• Bridge Facility Termination: Following the effectiveness of these amendments, the bridge facility backstop commitments previously provided by Morgan Stanley Senior Funding, Inc. under the October 4, 2026 commitment letter were terminated.