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|Swift Transportation Co., LLC Announces Extension of Cash Tender Offers 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, Dec 20, 2010 (MARKETWIRE via COMTEX) --
Swift Corporation (NYSE: SWFT), 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 extended the expiration date of its previously announced 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 (the "2015 Notes") and (ii) $505,648,000 outstanding principal amount of its 12 1/2% Second-Priority Senior Secured Fixed Rate Notes due 2017 (the "2017 Notes" and together with the 2015, the "Notes"). Each offer, previously set to expire at 12:00 midnight, New York City time, on December 17, 2010, will now expire at 8:00 a.m., New York City time, on December 21, 2010 (the "New Expiration Date"), unless further extended or earlier terminated. The New Expiration Date is the date on which the company expects the conditions to the tender offers to be satisfied and to accept the Notes pursuant to the terms of the tender offers.
Holders who had not validly tendered their 2015 Notes at or prior to 5:00 p.m., New York City time, on December 3, 2010 (the "Consent Date"), but who validly tender their 2015 Notes at or prior to the New Expiration Date, will be entitled to receive $970 for each $1,000 principal amount of the 2015 Notes accepted for purchase. Holders who validly tendered and did not withdraw their 2015 Notes at or prior to Consent Date will be entitled to receive $1,000 for each $1,000 principal amount of the 2015 Notes accepted for purchase. Tendering holders will also receive accrued and unpaid interest on their 2015 Notes from the last applicable interest payment date to, but not including, the payment date.
Holders who had not validly tendered their 2017 Notes at or prior to the Consent Date, but who validly tender their 2017 Notes at or prior to the New Expiration Date, will be entitled to receive $1,055 for each $1,000 principal amount of the 2017 Notes accepted for purchase. Holders who validly tendered and did not withdraw their 2017 Notes at or prior to Consent Date will be entitled to receive $1,085 for each $1,000 principal amount of the 2017 Notes accepted for purchase. Tendering holders will also receive accrued and unpaid interest on their 2017 Notes from the last applicable interest payment date to, but not including, the payment date.
Except for the extension described above, all other terms and conditions of the offers remain unchanged. As of 5:00 p.m., New York City time, on December 17, 2010, approximately $192.6 million principal amount (94.6%) of the 2015 Notes have been tendered in the applicable offer and/or delivered pursuant to an agreement with Apollo Fund VI BC, L.P. and Lily, L.P. (collectively "Apollo") and approximately $490.0 million principal amount (97.0%) of the 2017 Notes have been tendered in the applicable offer and/or delivered pursuant to an agreement with Apollo. The terms of the agreement with Apollo are more fully described in the Offer to Purchase and Consent Solicitation Statement relating to the offers. Tendered Notes may not be withdrawn except as may be required by applicable law.
The offers are subject to the satisfaction of certain customary conditions, including, among other things, a financing condition, which requires Swift to raise proceeds (through a concurrent IPO, entry into a new senior secured credit facility and offering of new senior secured second-lien notes) sufficient to consummate certain concurrent transactions as described in the Offer to Purchase and Consent Solicitation Statement, including the repayment of all amounts outstanding under the Swift'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 New Expiration Date, and any Notes to be purchased from Apollo.
BofA Merrill Lynch, Morgan Stanley and Wells Fargo Securities are acting as dealer managers and solicitation agents for the tender offers and the related 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. 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 has distributed 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.
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.
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
SOURCE: Swift Transportation