Swift Transportation Buyout

Swift Transportation Co., Inc. (SWFT)
$2.74B Management-Led Buyout

Summary

Buyout of trucking company

Offer led by Jerry Moye, with Morgan Stanley backing

Moyes is largest shareholder and a current Director
Former Chairman and CEO

Initial proposal announced 11.06.06

Increased offer accepted 1.19.07

At $31.55 per share; $2.74B enterprise value
Press release
Form 8-K

Closed 5.10.07

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I. The Merger

1.1 The Merger
1.2 Closing
1.3 Effective Time
1.4 Organizational Documents
1.5 Directors and officers of Surviving Corporation

Article II. Effect of the Merger on Capital Stock

2.1 Effect of the Merger on Capital Stock
2.2 Surrender of Certificates
2.3 Adjustments to Prevent Dilution
2.4 Treatment of Stock Options and Other Equity Based
Awards
2.5 Timing of Equity Rollover

Article III. Company Reps

3.1 Organization; Power; Qualification
3.2 Corporate Authorization; Enforceability
3.3 Capitalization; Options
3.4 Subsidiaries
3.5 Governmental Authorizations
3.6 Non-contravention
3.7 Voting
3.8 Financial Reports and Sec Documents
3.9 Undisclosed Liabilities
3.10 Absence of Certain Changes
3.11 Litigation
3.12 Contracts
3.13 Benefit Plans
3.14 Labor Relations
3.15 Taxes
3.16 Environmental Liability
3.17 Title to Real Properties
3.18 Permits; Compliance With Laws
3.19 Intellectual Property
3.20 Takeover Statutes; Company Rights Agreement;
Company Certificate
3.21 Information Supplied
3.22 Opinion of Financial Advisor
3.23 Brokers and Finders
3.24 Insurance

Article IV. Parent and Mergerco Reps

4.1 Organization and Power
4.2 Corporate Authorization
4.3 Enforceability
4.4 Governmental Authorizations
4.5 Non-contravention
4.6 Information Supplied
4.7 Financing
4.8 Equity Rollover Commitments
4.9 Ownership and Interim Operations of Mergerco and
Parent
4.10 Guarantee

Article V. Covenants

5.1 Conduct of Business of the Company
5.2 Activities of the Parties
5.3 Access to Information; Confidentiality
5.4 No Solicitation
5.5 Notices of Certain Events
5.6 Proxy Material; Stockholder Meeting
5.7 Employee Benefits Plans
5.8 Directors and Officers Indemnification and Insurance
5.9 Further Assurances; Regulatory Approvals
5.10 Public Announcements
5.11 Cessation of Nasdaq Quotation; Exchange Act
Deregistration
5.12 Fees and Expenses
5.13 Debt Financing
5.14 Rule 16b-3
5.15 Stockholder Litigation

Article VI. Conditions

6.1 Each Party
6.2 Parent and Mergerco
6.3 Company

Article VII. Termination, Amendment and Waiver

7.1 Termination by Mutual Consent
7.2 Termination by Either Parent or the Company
7.3 Termination by Parent
7.4 Termination by the Company
7.5 Effect of Termination
7.6 Fees Following Termination
7.7 Amendment
7.8 Extension; Waiver

Article VIII. Miscellaneous

8.1 Certain Definitions
8.2 Interpretation
8.3 Survival
8.4 Governing Law
8.5 Submission to Jurisdiction
8.6 Waiver of Jury Trial
8.7 Notices
8.8 Entire Agreement
8.9 No Third-party Beneficiaries
8.10 Severability
8.11 Rules of Construction
8.12 Assignment
8.13 Limited Specific Performance
8.14 Counterparts; Effectiveness
8.15 Release

Other Agreements

Agreements

Form 8-A/A

Proxy Solicitation - Schedule 13E-3 Filings

Proxy statements

Definitive 3.27.07
Preliminary 2.14.07

Schedule 13e-3 filings

Schedule 13e-3 2.14.07

Exhibits

Schedule 13D Filings

Jerry Moyes

Schedule 13D 12.07.05
Amendment #1 10.11.06
Amendment #2 11.06.06
Amendment #3 11.17.06
Amendment #4 1.24.07
Amendment #5 2.14.07

Financing

Summaries

Proxy statement

Agreements

Guarantee (Moyes)

Proxy statement summary

Rollover equity commitment letter (Moyes)
Exhibit to SC 13D amendment
Debt commitment letter 2.08.07
Morgan Stanley - Wachovia - JP Morgan

Deal Protection

Lock-up voting agreement

No shop covenant

Proxy statement summary

Break-up fee

Proxy statement summary

Fairness Opinion

Goldman Sachs

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