RXO shares soar on news of Coyote deal; combined company to be third-biggest 3PL

Seidl and RXO management, on a Monday morning call with analysts, said the acquisition will move the company to the No. 3 brokerage. While no other companies’ names were identified, the top two are widely believed to be C.H. Robinson (NASDAQ: CHRW) and TQL.

RXO’s full-year revenue in 2023 was $3.93 billion. On the analyst call, RXO CEO Drew Wilkerson said Coyote revenue last year was about $3.2 billion.

Coyote generated about $470 million in gross margin last year, for a margin percentage of about 14.5% of revenue.

With Coyote’s EBITDA in 2023 of about $86 million, RXO and Coyote combined would have generated about $218 million in EBITDA last year. 

Synergies in the deal were estimated by RXO at $25 million, and they are all expected to be realized within a year after the closing, which is expected by the end of the year.

Wilkerson said the acquisition of Coyote will increase the number of users of its service who do more than $1 million in revenue with the brokerage by about 80%, though the average Coyote customer tends to be smaller than the average RXO customer.

The combined company will have a more diversified book of business as well, Wilkerson added. Coyote’s top two verticals are food and beverage and transportation; RXO’s business has tended toward retail and industrial/manufacturing. “There’s minimal overlap across our largest customers,” he said.

That fact received praise from Seidl. “We are encouraged to see that there is minimal customer overlap with Coyote’s business heavily focused on small to medium businesses and RXO’s legacy business focused on larger enterprise customers,” he said. “There are also differences in terms of carrier base. Coyote tends to focus on smaller carriers while RXO has access to larger fleets.”

One customer that is sticking around: UPS. Wilkerson said the sales agreement with UPS contains a provision that will have UPS continue to use RXO’s services through 2030, though the size of the commitment was not revealed.

Jeff Kauffman, an analyst with Vertical Research Partners, spelled out the “opportunities to improve margins” through the acquisition of Coyote.

He cited “reduction of duplicate back-office costs”; the ability to better secure purchased transportation; cross-selling of services to “a different customer base”; and the reputational lift that comes from being the third-biggest brokerage, which will help “solicit a higher level of customer freight.

Seidl said he was raising his estimated earnings for RXO in 2025, when Coyote will be in the fold, to an EBITDA of $292 million, up from $193 million without Coyote. There are no changes in Seidl’s estimate for 2024, given that the deal is not likely to close until the fourth quarter.

Kauffman and Seidl kept their stock ratings on RXO unchanged, both at “hold.” “While the news is positive, the deal still needs to gain approvals, we need to see a bottom in brokerage, and management needs to execute,” Kauffman wrote.

Although RXO has boasted about its organic growth, Wilkerson noted it had made a dozen acquisitions since 2012, including those when it was part of XPO (NYSE: XPO) before it was spun off in 2022. “Our differentiated approach has enabled us to organically grow brokerage volumes by nearly 70% over the last five years, significantly outperforming the industry,” he said.

And he said he does not expect the consolidation trend to end anytime soon. “We believe there will be an increase in consolidation in the next five years, and the winner will be whoever offers the deepest customer relationships, the best technology and strong financial protocols,” Wilkerson said.

CFO Jamie Harris, on the call, repeated what RXO said Sunday when it announced the deal: The acquisition of Coyote will be “immediately and significantly accretive to adjusted earnings per share and adjusted cash flow.”

Several times during the call, RXO management touted the benefit from the deal of taking the combined fixed cost structure and spreading it out over a wider book of business. “We’ll be able to continue to optimize our cost structure and leverage our fixed costs more effectively,” Harris said.

Jared Weisfeld, RXO’s chief strategy officer, said Coyote’s business is about 79% truckload, with the balance in less-than-truckload and to a lesser extent intermodal. He added that he expects the acquisition will help RXO grow its footprint in small to medium business and the “middle market.”

A merger of two brokerage companies always raises the question of the pace and direction of technology integration. In response to an analyst question, Wilkerson said Coyote “has put investments into technology and they have a strong operating system.” 

“We’ve got an opportunity to be able to take the best of both worlds, to continue to have the best transportation technology in the world.”

In a report issued before the conference call, Bascome Majors of Susquehanna Financial Group raised a question: Will the talent stick around?

His report, when it discussed risks in the deal, cited the “dis-synergy risk from employee turnover that is inherent in all asset-light transport acquisitions of people and technology.”

RXO has an investment-grade debt rating from Moody’s (NYSE: MCO) but not from S&P Global (NYSE: SPGI). Moody’s said Monday the Coyote deal would not impact its debt rating but that the outlook for RXO would remain at negative.

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