Knight-Swift to acquire U.S. Xpress for $6.15/share in cash; expected close late Q2/early Q3 2023

Knight-Swift Transportation Holdings Inc.

USX shareholders to receive $6.15 per share; approximately one-third of USX stock rolled by Fuller family interests for ~10% equity in USX Unit.
Rollover Holders (58% voting power) entered Support Agreement to vote in favor of the merger and Charter Amendment.
Termination fee: $6.3M within 45 days, rising to $12.6M thereafter if USX terminates for a superior proposal.
Closing conditions include HSR clearance, stockholder approvals, and no material adverse effect; no financing condition.
Put/call rights on rolled interests tied to $175M and $250M adjusted operating income thresholds for USX Unit.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Knight-Swift Transportation Holdings Inc. entered into Agreement and Plan of Merger with U.S. Xpress Enterprises, Inc. valued at $6.15 per share in cash (effective 2023-03-20).

Action: entry
Agreement: merger
Counterparty: U.S. Xpress Enterprises, Inc.
Value: $6.15 per share in cash
Effective: 2023-03-20

Exact text from the filing

On March 20, 2023, Knight-Swift Transportation Holdings Inc., a Delaware corporation (“ KNX ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with U.S. Xpress Enterprises, Inc., a Nevada corporation (“ USX ”) and Liberty Merger Sub Inc., a Nevada corporation and an indirect wholly owned subsidiary of KNX (“ Merger Sub ”). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into USX, with USX surviving as an indirect wholly owned subsidiary of KNX (the “ Merger ”). KNX’s board of directors (the “ KNX Board ”) has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger . An independent and disinterested special committee of USX’s board of directors (the “ USX Special Committee ) has unanimously approved and declared it advisable to enter into the Merger Agreement and resolved to recommend that USX’s stockholders appr

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Knight-Swift Transportation Holdings Inc. filing history →

Source: SEC EDGAR

accession 0001008886-23-000024

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