Swift extends offers for floaters due 2015, 12½% notes due 2017

By Melissa Kory

Cleveland, Dec. 20 - Swift Corp.'s subsidiary Swift Transportation Co., LLC extended the expiration date of its offers to purchase for cash any and all of its $203.6 million of second-priority senior secured floating-rate notes due 2015 and its $505,648,000 of 12½% second-priority senior secured fixed-rate notes due 2017.

The expiration for the offers was pushed back to 8 a.m. ET on Dec. 21 from 12 a.m. ET on Dec. 17.

As of 5 p.m. ET on Dec. 17, $192.6 million, or 94.6%, of the 2015 notes and $490 million, or 97%, of the 2017 notes have been tendered in the offer and/or delivered pursuant to an agreement with Apollo Fund VI BC, LP and Lily, LP, the holders of the largest amount of notes.

As of 5 p.m. ET on Dec. 3, the consent date, holders had tendered 94.6% of the 2015 notes and 96.9% of the 2017 notes.

Holders who tender after the consent date and at or prior to the new expiration date of the offers will receive $970 for each $1,000 principal amount of the 2015 notes accepted for purchase and $1,055 for each $1,000 principal amount of the 2017 notes.

Holders who tendered and did not withdraw their 2015 notes at or prior to the consent date will receive $1,000 for each $1,000 principal amount of the notes accepted for purchase.

Holders who tendered and did not withdraw their 2017 notes at or prior to the consent date will receive $1,085 for each $1,000 principal amount of the notes. The total amount includes a $30 consent payment per $1,000 principal amount of notes.

The company will also pay interest up to, but not including, the payment date on both series of notes.

As reported on Dec. 6, Swift received the consents needed from 66 2/3% of investors to amend its 2017 and 2015 notes. Swift sought consents to eliminate most restrictive covenants and default events and to release the collateral underlying both series of notes.

The company entered into a supplemental indenture, and the amendments will become operative on the payment date for the tender offers.

As previously reported, Apollo and Lily have already consented to the proposed amendments. As of Nov. 19, Apollo owned about 38.8% of the floaters and 67.7% of the 12½% notes.

The offer is conditioned upon Swift Holdings Corp. completing an initial public offering, as well as Swift entering a new senior secured credit facility and offering new senior secured second-lien notes.

The offer began on Nov. 19.

Morgan Stanley (800 624-1808 or 212 761-5384), Bank of America Merrill Lynch (888 292-0070 or 980 388-9217) and Wells Fargo Securities (866 309-6316 or 704 715-8341) are the dealer managers and solicitation agents for the offers. D.F. King & Co. (888 628-8208 or 212 269-5550) is the depositary and information agent.

The private truckload carrier is based in Phoenix.

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