SOURCE: Swift Transportation

Swift Transportation

December 06, 2010 06:00 ET

Swift Transportation Co., LLC Receives Requisite Consents Pursuant to Its 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 - December 6, 2010) - Swift Corporation, a 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 received the requisite consents from holders of both its Second-Priority Senior Secured Floating Rate Notes due 2015 and 12½% Second-Priority Senior Secured Fixed Rate Notes due 2017 (together, the "Notes") to amend the indentures governing each series of Notes. Swift commenced its cash tender offers and consent solicitations relating to the Notes pursuant to an Offer to Purchase and Consent Solicitation Statement, dated November 19, 2010, and a related Consent and Letter of Transmittal, which more fully set forth the terms and conditions of the tender offers and consent solicitations. The consent solicitations expired at 5:00 p.m., New York City time, on Friday, December 3, 2010. Prior to expiration of the consent solicitations, holders of approximately 94.6% of the outstanding principal amount of the 2015 Notes and approximately 96.9% of the outstanding principal amount of the 2017 Notes had consented to the proposed amendments to the indentures governing each series of Notes. Consents delivered pursuant to the tender offers and consent solicitations may no longer be revoked, except to the extent required by law.

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).

As previously announced, 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 below. As of November 19, 2010, Apollo indicated that it owned approximately 38.8% of the outstanding principal amount of the 2015 Notes and approximately 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.

Swift Corporation, Swift Transportation, the subsidiary guarantors thereto and U.S. Bank National Association, the trustee under the indentures governing each series of Notes, have entered into supplemental indentures that will amend the indentures under which each series of Notes was issued. The supplemental indentures became effective upon execution by Swift Corporation, Swift Transportation, the subsidiary guarantors thereto and U.S. Bank National Association, but the proposed amendments will not become operative until the Notes that have been validly tendered on or prior to the expiration of the tender offers are accepted for payment pursuant to the terms of the tender offers and the agreement with Apollo. Once the proposed amendments to the related indentures become operative, they will be binding upon the holders of Notes that have not tendered into the tender offers.

The tender offers and consent solicitations with respect to each series of Notes are subject to the satisfaction of certain conditions set forth in the Offer to Purchase and Consent Solicitation Statement. The tender offers for the Notes will expire at midnight, New York City time, on December 17, 2010, unless earlier terminated or extended. 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 tendered their Notes pursuant to the tender offers and validly delivered their consents prior to the expiration of the consent solicitations. Holders who tender their Notes pursuant to the tender offers 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. Tendering holders will also receive accrued and unpaid interest from the last applicable interest payment date to, but not including, the payment date.

BofA Merrill Lynch, Morgan Stanley 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 extent of the tenders ultimately received in the tender offers, and the success, or lack thereof, of 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) 269-9700
    Executive Vice President and Chief Financial Officer

    Jason Bates
    (602) 269-9700
    Vice President of Finance, Treasury and Investor Relations

    www.swifttrans.com