Swift Transportation Company (NYSE:SWFT) Files An 8-K Other Events
Item8.01.
| OTHER ITEMS |
On April 10, 2017, Swift Transportation Company (the Company) and
Knight Transportation, Inc. (Knight) issued a joint press release
relating to a proposed merger transaction between the Company and
Knight. A copy of the press release is included as Exhibit 99.1
and is incorporated herein by reference. In addition, on April
10, 2017 the Company issued an investor presentation and other
communications regarding the proposed transaction, copies of
which are included as Exhibits 99.2 through 99.9 and are
incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit Number |
Description |
|
| 99.1 | Joint Press Release, dated April10, 2017 | |
| 99.2 | Investor Presentation, dated April10, 2017 | |
| 99.3 | Letter to Owner Operators | |
| 99.4 | Letter to Business Partners | |
| 99.5 | Letter to Drivers | |
| 99.6 | Letter to Driver Support | |
| 99.7 | Owner Operator, Driver and Driver Support FAQ | |
| 99.8 | Company Driver Incentive Letter | |
| 99.9 | Owner Operator Incentive Letter |
Forward-Looking Statements
This communication includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Use of the words may, will, would, could, should, believes,
estimates, projects, potential, expects, plans, seeks, intends,
evaluates, pursues, anticipates, continues, designs, impacts,
affects, forecasts, target, outlook, initiative, objective,
designed, priorities, goal, or the negative of those words or
other similar expressions is intended to identify forward-looking
statements that represent our current judgment about possible
future events. These forward-looking statements may include
statements with respect to, among other things, the proposed
merger of a wholly-owned subsidiary of the Company with and into
Knight (the Merger), including the expected timing of completion
of the Merger; the benefits of the Merger; the combined companys
plans, objectives and expectations; future financial and
operating results; and other statements that are not historical
facts.
These forward-looking statements are based on numerous
assumptions (some of which may prove to be incorrect) and are
subject to risks, uncertainties and other factors that could
cause actual results and events to differ materially from those
expressed or implied by these forward-looking statements. In
addition to the risks, uncertainties and other factors previously
disclosed in the Companys and Knights reports filed with the
Securities and Exchange Commission and those identified elsewhere
in this communication, the following risks, uncertainties and
other factors, among others, could cause actual results to differ
materially from forward-looking statements and historical
performance: the risk that the Merger may not be completed in a
timely manner or at all due to the failure to obtain the approval
of the Companys or Knights stockholders or the failure to satisfy
other conditions to completion of the Merger; the occurrence of
any event, change or other circumstance that could give rise to
the termination of the Merger Agreement; the outcome of any legal
proceeding that may be instituted against the Company, Knight or
others following the announcement of the Merger; the amount of
the costs, fees, expenses and charges related to the Merger; the
risk that the benefits of the Merger, including synergies, may
not be fully realized or may take longer to realize than
expected; the risk that the Merger may not advance the combined
companys business strategy; the risk that the combined company
may experience difficulty integrating the Companys and Knights
employees or operations; the potential diversion of the Companys
and Knights managements attention resulting from the proposed
Merger; economic conditions, including future recessionary
economic cycles and downturns in customers business cycles,
particularly in market segments and industries in which the
Company or Knight has a significant concentration of customers;
increasing competition from trucking, rail, intermodal, and
brokerage competitors; increases in driver compensation to the
extent not offset by increases in freight rates and difficulties
in driver recruitment and retention; additional risks arising
from contractual agreements with owner-operators that do not
exist with Company or Knight drivers; the loss of key employees
or inability to identify and recruit new employees; the Companys
and Knights dependence on third parties for intermodal and
brokerage business; potential failure in computer or
communications systems; the consequences of any armed conflict
involving, or terrorist attack against, the United States;
inflationary, deflationary and other general economic trends;
seasonal factors such as severe weather conditions that increase
operating costs; the possible re-classification of
owner-operators as employees; changes in rules or legislation by
the National Labor Relations Board, Congress, or states and/or
union organizing efforts; government regulation with respect to
captive insurance companies; uncertainties and risks associated
with operations in Mexico; significant reduction in, or
termination of, the Companys or Knights trucking services by a
key customer; the Companys and Knights significant ongoing
capital requirements; volatility in the price or availability of
fuel, as well as the Companys and Knights ability to recover fuel
prices through a fuel surcharge program; fluctuations in new and
used equipment prices or replacement costs, and the potential
failure of manufacturers to meet their sale and trade-back
obligations; the impact that the combined companys leverage may
have on the way it operates its business and its ability to
services debt, including compliance with its debt covenants;
restrictions contained in its debt agreements; adverse impacts of
insuring risk through captive insurance companies, including the
need to provide restricted cash and similar collateral for
anticipated losses; potential volatility or decrease in the
amount of earnings as a result of the claims exposure through
captive insurance companies and third-party insurance; goodwill
impairment; fluctuations in interest rates; the outcome of
pending or future litigation; the effects of losses from natural
catastrophes in excess of insurance coverage; and the potential
impact of announcement of the proposed transactions or
consummation of the proposed transactions on relationships,
including with employees, customers and competitors. Actual
results may differ materially from those projected in the
forward-looking statements. Neither Company nor Knight undertakes
to update any forward-looking statements.
Additional Information and Where to Find It
Investors and security holders are urged to carefully review and
consider each of the Companys and Knights public filings with the
Securities and Exchange Commission (the SEC), including
but not limited to their Annual Reports on Form 10-K, their proxy
statements, their Current Reports on Form 8-K and their Quarterly
Reports on Form 10-Q. The documents filed by the Company with the
SEC may be obtained free of charge at Companys website at
http://investor.swifttrans.com/ or at the SECs website at
www.sec.gov. These documents may also be obtained free of
charge from the Company by requesting them in writing to 2200 S.
75th Ave., Phoenix, AZ 85043. The documents filed by Knight with
the SEC may be obtained free of charge at Knights website at
www.knighttrans.com or at the SECs website at
www.sec.gov. These documents may also be obtained free of
charge from Knight by requesting them in writing to 20002 N 19th
Ave, Phoenix, AZ 85027.
In connection with
the proposed transaction, the Company intends to file a
registration statement on Form S-4 with the SEC which will
include a joint proxy statement of Knight and the Company and a
prospectus of the Company, and each party will file other
documents regarding the proposed transaction with the SEC. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY
HOLDERS OF THE COMPANY AND KNIGHT ARE URGED TO CAREFULLY READ THE
ENTIRE REGISTRATION STATEMENT AND JOINT PROXY
STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A
definitive joint proxy statement/prospectus will be sent to the
shareholders of each party seeking the required shareholder
approval. Investors and security holders will be able to obtain
the registration statement and the joint proxy
statement/prospectus free of charge from the SECs website or from
the Company or Knight as described above. The contents of the
websites referenced above are not deemed to be incorporated by
reference into the registration statement or the joint proxy
statement/prospectus.
Certain Information
Regarding Participants
The Company, Knight and their
respective directors and executive officers may be deemed
participants in the solicitation of proxies in connection with
the proposed transaction. You can find information about the
Companys directors and executive officers in its definitive proxy
statement for the 2016 Annual Meeting of Stockholders, which was
filed with the SEC on April22, 2016, and in other documents filed
with the SEC by the Company and its directors and executive
officers. You can find information about Knights directors and
executive officers in its definitive proxy statement for the 2017
Annual Meeting of Stockholders, which was filed with the SEC on
March31, 2017, and in other documents filed with the SEC by
Knight and its directors and executive officers. Additional
information regarding the interests of these directors and
executive officers in the proposed transaction will be included
in the registration statement, joint proxy statement/prospectus
or other documents filed with the SEC if any when they become
available. You may obtain these documents (when they become
available) free of charge at the SECs web site at
www.sec.gov and from the Company or Knight as described
above.
No Offer or
Solicitations
This document shall not
constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section10 of the U.S. Securities Act of 1933,
as amended.
About Swift Transportation Company (NYSE:SWFT)
Swift Transportation Company (Swift Transportation Co.) is a multi-faceted transportation services company, which operates the fleet of truckload equipment in North America from over 40 terminals near key freight centers and traffic lanes. The Company operates in four segments: Truckload, Dedicated, Swift Refrigerated and Intermodal. The Truckload segment consists of one way movements over irregular routes throughout the United States, Mexico and Canada. The Company, through the Dedicated segment, devotes use of equipment to specific customers and offers personalized solutions under long-term contracts. The Company’s Swift Refrigerated segment primarily consists of shipments for customers that require temperature-controlled trailers. The Intermodal segment includes moving freight operations, including moving the freight over the rail in its containers and other trailing equipment, and drayage of transport loads between the railheads and customer locations. Swift Transportation Company (NYSE:SWFT) Recent Trading Information
Swift Transportation Company (NYSE:SWFT) closed its last trading session up +4.75 at 24.77 with 896,995 shares trading hands.