SOURCE: Swift Transportation

Swift Transportation

November 19, 2010 18:09 ET

Swift Transportation Co., LLC Commences Cash Tender Offers and Consent Solicitations for Any and All of Its Outstanding Second-Priority Senior Secured Floating Rate Notes Due 2015 and 12 1/2% Second-Priority Senior Secured Fixed Rate Notes Due 2017

PHOENIX, AZ--(Marketwire - November 19, 2010) - Swift Corporation, a leading multi-faceted transportation services company and the largest truckload carrier in North America, announced today that its wholly owned subsidiary, Swift Transportation Co., LLC (formerly Swift Transportation Co., Inc.), has commenced offers to purchase for cash any and all of the (i) $203,600,000 outstanding principal amount of its Second-Priority Senior Secured Floating Rate Notes due 2015 and (ii) $505,648,000 outstanding principal amount of its 12½% Second-Priority Senior Secured Fixed Rate Notes due 2017 (together with the Floating Rate Notes due 2015, the "Notes"). In conjunction with the tender offers, Swift is soliciting consents to effect certain proposed amendments to the indentures governing the Notes. The offers and consent solicitations are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated November 19, 2010, and a related Consent and Letter of Transmittal, which set forth the terms and conditions of the offers and consent solicitations in full detail.

The total consideration to be paid for each $1,000 principal amount of the 2015 Notes tendered, and not validly withdrawn, will be $1,000. The total consideration to be paid for each $1,000 principal amount of the 2017 Notes tendered, and not validly withdrawn, will be $1,085. The total consideration for each series of Notes includes a consent payment of $30 per $1,000 principal amount, which is payable only to holders who tender their Notes and validly deliver their consents prior to the expiration of the consent solicitations. Holders who tender their Notes after the expiration of the consent solicitations, but on or prior to the tender expiration will receive the applicable tender offer consideration, which is the applicable total consideration minus the consent payment. The consent solicitations will expire at 5:00 p.m., New York City time, on December 3, 2010, unless terminated or extended. The tender offers will expire at midnight, New York City time, on December 17, 2010, unless terminated or extended. Tendering holders will also receive accrued and unpaid interest from the last applicable interest payment date to, but not including, the payment date. Tendered Notes may not be withdrawn and consents may not be revoked after 5:00 p.m., New York City time, on December 3, 2010, except to the extent required by law or such date is extended.

The proposed amendments to the indentures governing the Notes would, among other things, eliminate substantially all of the restrictive covenants in the indentures, eliminate certain events of default and release the collateral from the liens securing the Notes. Adoption of the proposed amendments to each indenture requires the consent of the holders of at least sixty-six and two-thirds percent (66 2/3%) in aggregate outstanding principal amount of the applicable series of Notes (excluding Notes owned by Swift or any of its affiliates). Holders who tender their Notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the tender offers. If either offer is terminated or withdrawn, or the Notes relating to such offer are not accepted for purchase for any reason, the proposed amendments to each indenture will not become operative and the indenture governing such Notes will remain in effect in its present form.

Swift has entered into an agreement with Apollo Fund VI BC, L.P. and Lily, L.P. (collectively "Apollo"), the largest holders of the Notes, pursuant to which Apollo has, subject to certain terms and conditions described in the Offer to Purchase and Consent Solicitation Statement, (i) consented to the proposed amendments with respect to all of the Notes owned by Apollo, and (ii) agreed to sell to Swift all of the Notes owned by Apollo at purchase prices equal to the applicable total consideration to be paid to other Note holders as described above. As of November 19, 2010, Apollo has indicated that it owns approximately 38.8% of the outstanding principal amount of the 2015 Notes and 67.7% of the outstanding principal amount of the 2017 Notes. The Offer to Purchase and Consent Solicitation Statement summarizes the terms and conditions of the Apollo agreement in additional detail.

The tender offers and consent solicitations with respect to each series of Notes are subject to the satisfaction of certain conditions, including (i) a minimum tender condition, which requires, for each offer, there being validly tendered and not withdrawn an aggregate principal amount of applicable Notes, which when added to the aggregate principal amount of Notes delivered by Apollo's affiliates, equal to at least sixty-six and two-thirds percent (66 2/3%) of all outstanding Notes not owned by Swift or its affiliates, (ii) an IPO condition, which requires that all conditions to closing of the proposed initial public offering of Swift Holdings Corp. be satisfied, (iii) a financing condition, which requires the satisfaction of all conditions to closing of Swift's proposed new senior secured credit facility to be entered into in connection with the IPO and proposed offering of new senior secured second-lien notes, which together with the net proceeds of the IPO, in the aggregate, raise proceeds sufficient to consummate certain concurrent transactions as described in the Offer to Purchase and Consent Solicitation Statement, including the IPO, repayment of all amounts outstanding under the Company's existing senior secured credit facility and payment of the purchase price, including any premium and consent fees, of any Notes tendered in the offers (and not validly withdrawn) on or prior to the expiration of the offers, and any Notes to be purchased from Apollo and (iv) a supplemental indenture condition, which requires that the supplemental indentures implementing the proposed amendments must have been executed.

Morgan Stanley, BofA Merrill Lynch and Wells Fargo Securities are acting as dealer managers and solicitation agents for the tender offers and the consent solicitations. The depositary and information agent for the tender offers and consent solicitations is D.F. King & Co. Questions regarding the tender offers and consent solicitations may be directed to BofA Merrill Lynch, (888) 292-0070 (toll free) or (980) 388-9217 (collect), Morgan Stanley, (800) 624-1808 (toll free) or (212) 761-5384 (collect), or Wells Fargo Securities, (866) 309-6316 (toll free) or (704) 715-8341 (collect). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and related documents may be directed to D.F. King & Co., telephone number (888) 628-8208 (toll free) and (212) 269-5550 (for banks and brokers).

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. This press release also is not a solicitation of consents to the proposed amendments to the indentures. The tender offers and consent solicitations are being made solely by means of the tender offer and consent solicitation documents, including the Offer to Purchase and Consent Solicitation Statement that Swift is distributing to holders of Notes. The tender offers and consent solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Swift

Swift is a multifaceted transportation services company and the largest truckload carrier in North America based in Phoenix, Arizona. At September 30, 2010, Swift operated a tractor fleet of approximately 16,200 units comprised of 12,300 tractors driven by company drivers and 3,900 owner-operator tractors, a fleet of 48,600 trailers, and 4,500 intermodal containers from 35 major terminals positioned near major freight centers and traffic lanes in the United States and Mexico. Swift offers customers "one-stop shopping" for a broad spectrum of their truckload transportation needs. Swift's asset-based transportation services include dry van, dedicated, temperature controlled, cross border, and port drayage operations. Swift's complementary and more rapidly growing "asset-light" services include rail intermodal, freight brokerage, and third-party logistics operations. Swift uses sophisticated technologies and systems that contribute to asset productivity, operating efficiency, customer satisfaction, and safety.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This press release may contain certain forward-looking statements that involve risks and uncertainties. Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, and other information that is not historical information. When used in this press release, the words "estimates," "expects," "anticipates," "projects," "forecasts," "plans," "intends," "believes," "foresees," "seeks," "likely," "may," "will," "should," "goal," "target," and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. Accordingly, investors should not place undue reliance on our forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this press release. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events, except as required by law.

The factors that we believe could affect our results include, but are not limited to: (i) capital markets liquidity; (ii) uncertainties associated with risk management, including credit, prepayment, asset/liability, interest rate and currency risks; (iii) the success, or lack thereof, of the tender offers and consent solicitations, the IPO and the other transactions described herein, and the availability of alternative sources of liquidity; (iv) any future recessionary economic cycles and downturns in customers' business cycles, particularly in market segments and industries in which we have a significant concentration of customers; (v) increasing competition from trucking, rail, intermodal, and brokerage competitors; (vi) a significant reduction in, or termination of, our trucking services by a key customer; (vii) our ability to sustain cost savings realized as part of our recent cost reduction initiatives; (viii) our ability to achieve our strategy of growing our revenue; (ix) volatility in the price or availability of fuel; (x) increases in new equipment prices or replacement costs; (xi) the regulatory environment in which we operate, including existing regulations and changes in existing regulations, or violations by us of existing or future regulations; (xii) the costs of environmental compliance and/or the imposition of liabilities under environmental laws and regulations; (xiii) difficulties in driver recruitment and retention; (xiv) increases in driver compensation to the extent not offset by increases in freight rates; (xv) potential volatility or decrease in the amount of earnings as a result of our claims exposure through our wholly-owned captive insurance companies; (xvi) uncertainties associated with our operations in Mexico; (xvii) our ability to attract and maintain relationships with owner-operators; (xviii) our ability to retain or replace key personnel; (xix) conflicts of interest or potential litigation that may arise from other businesses owned by our Chief Executive Officer, Jerry Moyes; (xx) potential failure in computer or communications systems; (xxi) our labor relations; (xxii) our ability to execute or integrate any future acquisitions successfully; (xxiii) seasonal factors such as harsh weather conditions that increase operating costs; and (xxiv) our ability to service our outstanding indebtedness, including compliance with our indebtedness covenants, and the impact such indebtedness may have on the way we operate our business.

Contact Information

  • Swift Corporation

    Virginia Henkels
    (602) 477-7025
    Executive Vice President and Chief Financial Officer

    Jason Bates
    (623) 907-7335
    Vice President of Finance, Treasury and Investor Relations

    www.swifttrans.com