Knight Transportation Inc and Swift Transportation Company announced that their boards of directors have unanimously approved a merger of both firms in an all-stock transaction that will create the industry’s largest full truckload company.
The combined company will be named Knight-Swift Transportation Holdings Inc and will trade under the ticker “KNX.”
This transaction combines under common ownership two long-standing industry leaders creating North America’s premier truckload transportation company with $5 billion in annual revenue and a Top 5 truckload presence in refrigerated, dry van, dedicated, cross-border Mexico and Canada, and a significant presence in brokerage and intermodal. The holding company structure will enable the Knight and Swift businesses to operate under common ownership and share best practices, while maintaining distinct brands and operations. The company will remain headquartered in Phoenix AZ operating with approximately 23,000 tractors, 77,000 trailers and 28,000 employees.
Jerry Moyes, Swift founder and controlling stockholder, said, “I cannot think of a better combination. The Knight and Moyes families grew up together, and the Knights helped me build Swift before starting their own company and making it an industry leader in growth and profitability. I am confident that we have the right approach to maximizing the contribution of both teams, and I look forward to helping the Knight-Swift leadership team in any way I can to continue the legacy of both great companies.”
The board of directors of Knight-Swift will comprise all Knight directors and four current Swift directors. The Jerry Moyes family will initially be entitled to designate two directors reasonably acceptable to the board, one of whom must be independent, with the initial designees being Glenn Brown and Jerry Moyes. The remaining two directors were chosen by the Swift board and will be Richard Dozer and David Vander Ploeg. Kevin Knight will serve as executive chairman of the board and Gary Knight will serve as vice-chairman.
The executive team of Knight-Swift will be led by Kevin Knight as executive chairman, Dave Jackson as chief executive officer and Adam Miller as chief financial officer. Following the close of the transaction, Kevin Knight will serve as president of the Swift operating entities. Jerry Moyes will serve as a non-employee senior advisor to Kevin and Gary Knight.
Richard Stocking, CEO of Swift, and Ginnie Henkels, CFO of Swift, have chosen to pursue other opportunities after closing of the transaction. In the interim, both Stocking and Henkels will continue to lead Swift to ensure a smooth transition.
The transaction is subject to customary conditions, including approval of the stockholders of Knight and Swift, as well as antitrust approvals. The Jerry Moyes family, which holds approximately 56% of the Swift voting power, and Kevin Knight and Gary Knight, who hold approximately 10% of the Knight voting power, have agreed to vote their shares in favor of the transaction.
After the close of the transaction, which is expected to occur in third quarter 2017, Knight-Swift is expected to have about 176.1 million shares outstanding and 178.9 million shares on a fully diluted basis.
