Debt And Financing

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt and Financing

Debt and Financing

Other than the Company's accounts receivable securitization as discussed in Note 5, the Company's long-term debt consisted of the following:

	September 30, 2023		December 31, 2022
	(In thousands)
2021 Term Loan A-2, due September 3, 2024, net 1 2	199,865		199,755
2021 Term Loan A-3, due September 3, 2026, net 1 2	798,970		798,705
2023 Term Loan, due September 3, 2026, net 1 3	249,054		—
Revenue equipment installment notes 1 4	296,884		—
Prudential Notes, net 1	28,057		35,960
Other	9,322		3,042
Total long-term debt, including current portion	1,582,152		1,037,462
Less: current portion of long-term debt	(320,441)		(12,794)
Long-term debt, less current portion	$	1,261,711	$	1,024,668

	September 30, 2023		December 31, 2022
	(In thousands)
Total long-term debt, including current portion	$	1,582,152	$	1,037,462
2021 Revolver, due September 3, 2026 1 5	300,000		43,000
Long-term debt, including revolving line of credit	$	1,882,152	$	1,080,462

1Refer to Note 12 for information regarding the fair value of debt.

2As of September 30, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $1.0 million in deferred loan costs, respectively. As of December 31, 2022, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.3 million in deferred loan costs, respectively.

3As of September 30, 2023, the carrying amount of the 2023 Term Loan was net of $0.9 million in deferred loan costs.

4The revenue equipment installment loans were assumed at the close of the U. S. Xpress Acquisition and have a weighted average interest rate of 4.5% as of September 30, 2023.

5The Company also had outstanding letters of credit of $21.2 million and $15.8 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities at September 30, 2023 and December 31, 2022, respectively. The Company also had outstanding letters of credit of $264.3 million and $173.1 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of September 30, 2023 and December 31, 2022, respectively.

Credit Agreements

2021 Debt Agreement — On September 3, 2021, the Company entered into the $2.3 billion 2021 Debt Agreement (an unsecured credit facility) with a group of banks, replacing the Company's prior debt agreements. The following table presents the key terms of the 2021 Debt Agreement:

	2021 Term Loan A-2	2021 Term Loan A-3	2021 Revolver 2
2021 Debt Agreement Terms	(Dollars in thousands)
Maximum borrowing capacity	$200,000	$800,000	$1,100,000
Final maturity date	September 3, 2024	September 3, 2026	September 3, 2026
Interest rate margin reference rate	BSBY	BSBY	BSBY
Interest rate minimum margin 1	0.75%	0.88%	0.88%
Interest rate maximum margin 1	1.38%	1.50%	1.50%
Minimum principal payment — amount	$—	$10,000	$—
Minimum principal payment — frequency	Once	Quarterly	Once
Minimum principal payment — commencement date	September 3, 2024	September 30, 2024	September 3, 2026

1The interest rate margin for the 2021 Term Loans and 2021 Revolver is based on the Company's consolidated leverage ratio. As of September 30, 2023, interest accrued at 6.39% on the 2021 Term Loan A-2, 6.51% on the 2021 Term Loan A-3, and 6.53% on the 2021 Revolver.

2The commitment fee for the unused portion of the 2021 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.1% to 0.2%. As of September 30, 2023, commitment fees on the unused portion of the 2021 Revolver accrued at 0.1% and outstanding letter of credit fees accrued at 1.1%.

Pursuant to the 2021 Debt Agreement, the 2021 Revolver and the 2021 Term Loans contain certain financial covenants with respect to a maximum net leverage ratio and a minimum consolidated interest coverage ratio. The 2021 Debt Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock repurchases, and equipment financing. In addition to the financial covenants, the 2021 Debt Agreement includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the 2021 Debt Agreement may be accelerated, and the lenders' commitments may be terminated. The 2021 Debt Agreement contains certain usual and customary restrictions and covenants relating to, among other things, dividends (which are restricted only if a default or event of default occurs and is continuing or would result therefrom), liens, affiliate transactions, and other indebtedness. As of September 30, 2023, the Company was in compliance with the covenants under the 2021 Debt Agreement.

Borrowings under the 2021 Debt Agreement are made by Knight-Swift Transportation Holdings Inc. and are guaranteed by certain of the Company's material domestic subsidiaries (other than its captive insurance subsidiaries, driving academy subsidiary, and bankruptcy-remote special purpose subsidiary).

2023 Term Loan — On June 22, 2023, the Company entered into the $250.0 million 2023 Term Loan (an unsecured credit facility) with a group of banks. The 2023 Term Loan matures on September 3, 2026. There are no scheduled principal payments due until maturity. The 2023 Term Loan contains terms similar to the 2021 Debt Agreement. The proceeds received from the 2023 Term Loan were used to pay fees, commissions and expenses in connection with the Company's acquisition of U.S. Xpress. The interest rate applicable to the 2023 Term Loan is subject to a leverage-based grid and as of September 30, 2023 is equal to SOFR plus the 0.1% SOFR adjustment plus 1.375%. As of September 30, 2023, interest accrued at 6.79% on the 2023 Term Loan.

U.S. Xpress's Revenue Equipment Installment Notes — In connection with the U.S. Xpress Acquisition, the Company assumed revenue equipment installment notes with various lenders to finance tractors and trailers. Payments are due in monthly installments with final maturities at various dates through March 15, 2028, and the notes are secured by related revenue equipment with a net book value of $256.7 million as of September 30, 2023. Payment terms generally range from 36 months to 84 months. The interest rates as of September 30, 2023 range from 2% to 7%.

ACT's Prudential Notes — The 2021 Prudential Notes allow ACT to borrow up to $125.0 million, less amounts currently outstanding with Prudential Capital Group, provided that certain financial ratios are maintained. The 2021 Prudential Notes have interest rates ranging from 4.05% to 4.40% and various maturity dates ranging from October 2023 through January 2028. The 2021 Prudential Notes are unsecured and contain usual and customary restrictions on, among other things, the ability to make certain payments to stockholders, similar to the provisions of the Company's 2021 Debt Agreement. As of September 30, 2023, ACT had $98.2 million available for issuance under the agreement.

Fair Value Measurement — See Note 12 for fair value disclosures regarding the Company's debt instruments.