UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) June 8, 2011
Swift Transportation Company
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-35007
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20-5589597 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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2200 South 75th Avenue, Phoenix, Arizona
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85043 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(602) 269-9700
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On June 8, 2011, Swift Receivables Company II, LLC (SRCII), a wholly-owned subsidiary of
Swift Transportation Company, (the Company), entered into a Receivables Purchase Agreement (the
RPA), by and among Swift Transportation Services, LLC (Swift Transportation), as servicer, the
various conduit purchasers from time to time party thereto, the various related committed
purchasers from time to time party thereto, the various purchaser agents from time to time party
thereto, the various LC participants from time to time party thereto and PNC Bank, National
Association an administrator and as issuer of Letters of Credit and a related Purchase and Sale
Agreement (the PSA) by and among Swift Intermodal, LLC, Swift Leasing Co., LLC and Swift
Transportation (collectively, the Originators). Pursuant to the PSA, the Originators will sell
all their eligible accounts receivable to SRCII. On the terms and conditions set forth in the RPA, SRCII
will, in turn, sell a variable percentage ownership interest in its accounts receivable to the
purchasers (the New Receivables Facility). The New Receivables Facility provides for up to $275
million initially in borrowing capacity secured by the receivables. The New Receivables Facility
terminates on June 8, 2014. The RPA is subject to customary fees and contains various customary
affirmative and negative covenants, representations and warranties and default and termination
provisions. The Company has agreed to guarantee the obligations of SCRII under the RPA and the PSA
and the other related agreements pursuant to a Performance Guaranty.
Outstanding balances under the New Receivables Facility will accrue
program fees generally at commercial paper rates plus 125 basis
points and is subject to an unused commitment fee of 40 basis points.
Item 1.02. Termination of a Material Definitive Agreement.
On June 8, 2011, in connection with the entry into the New Receivables Facility discussed
above, the Company terminated the Receivables Sale Agreement, dated as of July 30, 2008 (the
Previous Receivables Facility), among SRCII, as the seller, Swift Transportation, as the initial
collection agent, Wells Fargo Capital Finance, LLC, as administrative agent for the purchasers, the
Co-Collateral Agents, the purchasers from time to time party thereto and Morgan Stanley Senior
Funding, Inc. as syndication agent, sole bookrunner and lead arranger. The maximum amount
available under the Previous Receivables Facility was $210 million and the final maturity date was
July 30, 2013. Outstanding balances under the Previous
Receivables Facility accrued interest at a yield of LIBOR plus
300 basis points or Prime plus 200 basis points, at the
Companys discretion and was subject to an unused commitment fee
ranging from 25 to 50 basis points, depending
on the aggregate unused commitment of the Previous Receivables
Facility.
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.