This post was most recently updated at 1:25 p.m. CT, March 21.
Knight-Swift Transportation (CCJ Top 250, No. 5) is acquiring U.S. Xpress (No. 19) for $808 million, the company announced Tuesday.
The transaction has already been unanimously approved by Knight-Swift's Board of Directors and a Special Committee of the independent directors of the U.S. Xpress Board of Directors. The deal, which Knight-Swift in an investor presentation called a "rare opportunity to acquire company of this scale, in a sector where we have proven competence," is expected to close late in the second quarter or early third quarter this year.
[Related: Experts expect M&A in the transportation and logistics industry to thrive in 2023]
“The opportunity to add one of the largest and most well-known brands in our industry, with significant opportunity to improve earnings, gain customers and reach more professional drivers, was very compelling to us," said Knight-Swift CEO Dave Jackson. "We expect to apply the same playbook that proved successful in the Knight-Swift merger as we share best practices, improve operations and work together to help U.S. Xpress become the best that it can be."
While the current freight environment is unfavorable for carriers, Jackson noted, "we would not have pursued the transaction unless we were confident in achieving our return thresholds within a few years. Beyond that, we will continue to work with the U.S. Xpress team in pursuit of the performance levels of our other truckload businesses over the next several years, so the opportunity for our stockholders is substantial," he said. "Moreover, this transaction will not slow down the geographic expansion of our LTL network or our other growth initiatives, as our financial and other resources remain significant.”
Indeed, Knight-Swift paid up for the Chattanooga-based U.S. Xpress, offering a 310% premium over U.S. Xpress’ closing stock price Monday.
"The valuation seems high – and it is, if you don’t take into consideration the incredible scale of synergies available through the deal or Knight-Swift’s proven ability to capture them," said Spencer Tenney, president & CEO of Tenney Group, a mergers and acquisitions firm that works with business owners in the 3PL, trucking and bus industry. "If Dave Jackson and the Knight-Swift team can get U.S. Xpress performing at a high-80’s operating ratio on their projected timeline, it will be a remarkable outcome for all involved."
U.S. Xpress operates 14 terminals and 30 drop yards nationally, with approximately 7,200 tractors and 14,400 trailers, about 7,900 drivers and 2,500 non-driving employees. The combined entity's truckload fleet will have roughly 25,000 tractors and 93,000 trailers, but U.S. Xpress will continue to operate as an independent brand and maintain its presence in Chattanooga.
U.S. Xpress CEO Eric Fuller called becoming part of Knight-Swift "an exciting opportunity for our people, our customers, and the Chattanooga and other communities we call home. The increased scale, operating expertise and resources of the combined entity will allow U.S. Xpress to pursue new levels of service and efficiency. We’re delighted that U.S. Xpress will continue to operate as an independent brand and will do so with the support and partnership of one of North America’s strongest transportation companies.”
Through closing, U.S. Xpress will continue to be led by its current senior management, and post-closing, the Fullers – who will be minority owners in the future company – along with CFO Eric Peterson, will transition out of their executive officer roles yet remain available during transition. Tim Harrington and Josh Smith, Swift executives and members of the teams that helped orchestrate operational improvement following the Knight-Swift merger, will join U.S. Xpress as President and CFO, respectively.
The Knight-Swift/U.S. Xpress tie up is the largest among CCJ's Top 250 carriers since DB Schenker, one of the largest logistics service providers in the world, acquired USA Truck (No. 68) for approximately $435 million last year. It's also Knight-Swift's largest deal to-date, rivaled only by its 2021 acquisition of Dothan, Alabama-based less-than-truckload carrier AAA Cooper Transportation (then-No. 49).
The July 2021 acquisition of AAA Cooper instantly made Knight-Swift a major LTL player, and the company doubled down in its pursuit of a nationwide LTL network later in the year by acquiring complimentary regional LTL carriers Midwest Motor Express and Midnite Express.
Back to Knight-Swift's core competency
While Knight-Swift invested heavily in LTL to round out 2021, Peter Stefanovich, president of supply chain merger and acquisitions experts Left Lane Associates, said acquiring U.S. Xpress allows the company to play more heavily into its area of expertise.
"They needed and wanted a new service offering for their clients," Stefanovich said of Knight-Swift's foray into LTL, "but by no means does a carrier need to completely change their service offering. They have an LTL division and now they want to continue to expand in the space they know the best: truckload."
Stefanovich noted it's also possible Knight-Swift was drawn to U.S. Xpress as a technology resource, adding it has "a very strong technology arm. They've been pushing technology for several years."
Tenney noted that recent financial struggles at U.S. Xpress indicated some kind of strategic acquisition could be in play, and this transaction offers a variety of potential operational synergies to Knight-Swift over the next three years.
"It also represents a broader trend of public and private T&L companies using acquisitions to confront challenges connected to the current freight and debt markets," he added. "In our annual M&A report, we predicted the current environment would drive a ton of smaller strategic deals in 2023 and a few transformational ones. Expect more bold strategic moves throughout 2023, particularly from companies in a strong cash position."