Trucking Giant Knight-Swift Transportation to Buy U.S. Xpress

Date: Wednesday, March 22, 2023
Source: Wall Street Journal

Knight-Swift Transportation Holdings Inc. is buying rival trucker U.S. Xpress Enterprises Inc. in a deal valued at about $808 million that will bolster the scale of one of the country’s largest trucking operators.

Phoenix-based Knight-Swift said Tuesday it would pay $6.15 a share in cash for U.S. Xpress, more than four times Monday’s closing price of $1.50 for the Chattanooga, Tenn.-based carrier and 13% above the stock’s 52-week high of $5.44 reached last April.

Knight-Swift said the deal will add about $2.2 billion in total operating revenue, including $1.8 billion in truckload revenue, bringing its annual revenue run-rate to nearly $10 billion. Knight-Swift, which has bulked up through a series of acquisitions in recent years, is the largest operator in trucking’s truckload sector, in which trucks carry full loads for single customers for deliveries such as transports to distribution centers, according to SJ Consulting Group.

The addition of U.S. Xpress’s 7,200 tractors and 14,400 trailers would boost Knight-Swift’s truckload fleet to roughly 25,000 tractors and 93,000 trailers.

Knight-Swift said it would pay about $291 million in cash at closing, expected by the end of the third quarter, while members of U.S. Xpress’s co-founding Fuller family plan to roll shares valued at about $33 million into a new Knight-Swift unit formed to hold the acquired business.

The company will also assume $484 million of U.S. Xpress debt.

The deal is the biggest for Knight-Swift, formed by the 2017 merger with Swift Transportation Co., since it acquired AAA Cooper Transportation in 2021 in a $1.35 billion deal.

Knight-Swift said U.S. Xpress will continue to operate as a separate brand with separate operations, in line with past acquisitions.

The company said Tim Harrington, currently executive vice president for sales at Knight-Swift, will serve as president of U.S. Xpress, and that members of the Fuller family will transition out of their executive roles.

Knight-Swift said the U.S. Xpress deal offers economies of scale, adding that it sees limited opportunities for organic growth in the current trucking environment. The company said it expects the acquisition to begin adding to adjusted per-share earnings next year, with a target of adding at least $1.00 a share in 2026.

Analysts said they expect Knight-Swift to drive operating improvements at U.S. Xpress that will improve earnings.

“Clearly, Knight has a history with Swift of purchasing underperforming [truckload] assets and improving profitability through the cycle and we’d expect a similar opportunity here,” Citigroup Inc.’s Christian Wetherbee wrote in a research report.

Knight-Swift counted about $7.4 billion in overall revenue last year from all its operations, a nearly 24% increase from 2021 as the carrier benefited from strong freight demand triggered by pandemic-driven restocking by retailers during the first half of the year.

The freight market has slowed since then, and Knight-Swift’s revenue declined 4% in the fourth quarter from the year before, to $1.74 billion.

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