Swift Transportation Corporation : SWIFT TRANSPORTATION COMPANY ACQUIRES
CENTRAL REFRIGERATED TRANSPORTATION, INC.
Phoenix, AZ (August 6, 2013) - Swift Transportation Company ("Swift") (NYSE:
SWFT) announced that today it acquired privately held Central Refrigerated
Transportation, Inc. ("Central"), a leading provider of refrigerated trucking
services, in a transaction valued at $225 million, including approximately
$189 million in cash and $36 million of assumed capital lease obligations and
other financial debt.
Headquartered in West Valley City, Utah, Central is a premium service
truckload carrier specializing in temperature-controlled freight
transportation. Central is the fifth-largest provider of
temperature-controlled truckload services in the U.S., generating $504 million
of revenue and $50 million of EBITDA over the twelve months ended June 30,
2013. The combination of Central's business with Swift's existing
refrigerated business is expected to make Swift the nation's second largest
temperature-controlled truckload provider.
The transaction has been structured to allow synergies to be realized
according to an integration plan developed in collaboration with Central
management, with cost savings opportunities in the areas of maintenance, fuel
and facilities, among others, and revenue opportunities from new and existing
Jerry Moyes, the Chief Executive Officer and controlling stockholder of Swift,
was the principal owner of Central. Given Mr. Moyes' interests in the
temperature-controlled truckload industry, the Swift Board of Directors
established a Special Committee of the Board in May of 2011 to evaluate
Swift's expansion of its temperature-controlled operations, including the
potential acquisition of Central as well as other acquisition candidates. The
Special Committee is comprised of the four independent directors and is
chaired by William Post. The Special Committee evaluated alternative business
opportunities, including organic growth and various acquisition targets, and
negotiated the terms of this transaction with Central. The Special Committee
was advised by an independent legal advisor, Baker Botts LLP., and an
independent financial advisor, Lazard.
Mr. Post said, "We are pleased to be acquiring a growing and profitable
business at an attractive valuation, diversifying our suite of services. This
acquisition will allow Swift to be an immediate player in the over-the-road
temperature controlled market."
Richard Stocking, Swift's President and Chief Operating Officer, said, "It
makes perfect sense for Swift and Central to combine their businesses at this
time. Our customers are looking for comprehensive solutions to their
transportation needs and this combination will enable us to better serve
For accounting presentation purposes, given Mr. Moyes' ownership interest in
both Swift and Central, the transaction is expected to be accounted for as a
combination of entities under common control similar to the pooling of
interests method. Under common control accounting, the historical results of
Central will be combined with Swift's. Thus, the transaction is expected to
be immediately accretive to net earnings per diluted share before the
consideration of synergies, and is expected to increase Swift's full year 2013
Adjusted EPS by approximately $0.10, excluding one-time transaction costs.
8-K and Conference Call Details
Swift will file a Form 8-K with the SEC which includes a copy of the purchase
agreement and a detailed presentation regarding the transaction. The
presentation may also be found on Swift's website at http://ir.swifttrans.com.
Questions regarding the acquisition may be submitted via email to
Investor_Relations@swifttrans.com. Questions will be accepted until 9:30 pm
EDT today, Tuesday, August 6^th. A conference call to review the presentation
and answer previously submitted questions is scheduled for tomorrow, August 7,
2013 at 9:00am EDT. The conference call will be hosted by Bill Post, Chairman
of the Special Committee, Richard Stocking, President and Chief Operating
Officer of Swift, and Ginnie Henkels, Executive Vice President and Chief
Financial Officer of Swift. Participants may access the call using the
following dial-in numbers:
U.S./Canada: (800) 480-8614
International/Local: (706) 501-7951
Conference ID: 29221906
A transcript of the conference call, as well as a link for the replay, will be
available as soon as possible following the call at http://ir.swifttrans.com.
Swift is a multi-faceted transportation services company and the largest
truckload carrier in North America. As of June 30, 2013, Swift operated a
tractor fleet of approximately 16,300 units, comprised of 12,200 tractors
driven by company drivers and 4,100 owner-operator tractors, a fleet of 52,200
trailers, and 8,700 intermodal containers from 35 major terminals positioned
near major freight centers and traffic lanes in the United States and Mexico.
Swift uses sophisticated technologies and systems that contribute to asset
productivity, operating efficiency, customer satisfaction, and safety.
Forward Looking Statements
This press release contains statements that may constitute forward-looking
statements, which are based on information currently available, usually
identified by words such as "anticipates," "believes," "estimates", "plans,"
"projects," "expects," "hopes," "intends," "will," "could," "should," "may,"
or similar expressions which speak only as of the date the statement was
made. Such forward looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, and are
inherently uncertain, and are based upon the current beliefs, assumptions and
expectations of Swift management and current market conditions, which are
subject to significant risks and uncertainties as set forth in the Risk Factor
Section of our Annual Report Form 10-K for the year ended December 31, 2012.
You should understand that many important factors, in addition to those listed
in our filings with the SEC, could impact Swift financially. As a result of
these and other factors, actual results may differ from those set forth in the
forward-looking statements, and the prices of Swift's securities may fluctuate
dramatically. Swift makes no commitment, and disclaims any duty, to update or
revise any forward-looking statements to reflect future events, new
information or changes in these expectations.
Jason Bates, Vice Presidentof Finance and Investor Relations Officer
Ginnie Henkels, Executive Vice President and Chief Financial Officer
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: Swift Transportation Corporation via Thomson Reuters ONE
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