UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2021
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Knight-Swift Transportation Holdings Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35007 | | 20-5589597 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
20002 North 19th Avenue
Phoenix, Arizona 85027
(Address of principal executive offices and zip code)
(602) 269-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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| Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock $0.01 Par Value | | KNX | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On April 23, 2021, Swift Receivables Company II, LLC ("SRCII"), a wholly-owned subsidiary of Knight-Swift Transportation Holdings Inc. (the "Company"), entered into the Fifth Amendment to Amended and Restated Receivables Purchase Agreement (the "2021 Receivables Purchase Agreement"), which further amends its Amended and Restated Receivables Purchase Agreement, dated June 14, 2013, as amended. The parties to the 2021 Receivables Purchase Agreement are SRCII as the seller, Swift Transportation Services, LLC as the servicer, the various related committed purchasers, the various purchaser agents, the various letters of credit participants, and PNC Bank, National Association as the issuing bank for letters of credit and as administrator. Pursuant to the related Purchase and Sale Agreement and together with the 2021 Receivables Purchase Agreement, the Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to SRCII. In turn, SRCII sells a variable percentage ownership interest in the eligible accounts receivable to the various purchasers.
Among other things, the 2021 Receivables Purchase Agreement:
• extends the final maturity date from July 11, 2021 to April 23, 2024;
• increases the maximum borrowing capacity secured by the receivables from $325 million to $400 million;
• decreases the accordion option (which increases the maximum borrowing capacity, subject to participation of the purchasers) from $175 million to $100 million;
• changes the program fee from one-month LIBOR plus 80 to 100 basis points, based on the Company's consolidated total net leverage ratio, to one-month LIBOR plus 82.5 basis points;
• adds a mechanism to replace LIBOR with a Benchmark Replacement upon the occurrence of certain events; and
• makes certain changes to the dilution and excess concentration calculations.
The 2021 Receivables Purchase Agreement is subject to fees customary for facilities of this type, as well as various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type. Collections on the underlying receivables by the Company are held for the benefit of SRCII and the various purchasers and are unavailable to satisfy claims of the Company and its subsidiaries.
The foregoing description of the 2021 Receivables Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Receivables Purchase Agreement, which will be filed with the Company's Form 10-Q for the quarter ended June 30, 2021.
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| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
The information set forth in Item 1.01 is incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | Knight-Swift Transportation Holdings Inc. |
| | | | (Registrant) |
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| Date: | April 29, 2021 | | /s/ Adam W. Miller |
| | | | Adam W. Miller |
| | | | Chief Financial Officer |
