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Simpson Thacher Represents JPMorgan as Financial Advisor to the Special Committee of U.S. Xpress Enterprises in Its Acquisition by Knight-Swift Transportation

03.22.23

The Firm is representing J.P. Morgan Securities LLC (“JPMorgan”) as financial advisor to the special committee of the board of directors of U.S. Xpress Enterprises, Inc. (NYSE: USX) (“U.S. Xpress”) in connection with its agreement to be acquired by Knight-Swift Transportation Holdings Inc. (NYSE: KNX) (“Knight-Swift”) in an all-cash transaction valued at approximately $808 million, excluding transaction costs. Under the terms of the agreement, U.S. Xpress stockholders will receive $6.15 in cash for each outstanding share of U.S. Xpress Class A and Class B common stock, except Max Fuller, Executive Chairman of U.S. Xpress, and Eric Fuller and related entities who will roll over a portion of their shares of U.S. Xpress into an approximately 10% interest in a new Knight-Swift subsidiary formed to hold the U.S. Xpress business post-closing. The transaction is expected to close late in the second quarter or early third quarter of 2023, subject to approval of U.S. Xpress stockholders of the transaction, receipt of regulatory approvals and other customary closing conditions.

U.S. Xpress is based in Chattanooga, Tennessee and generated approximately $2.2 billion in total operating revenue in 2022 while serving its blue-chip customer base through a network of approximately 14 facilities, primarily located across the eastern United States. Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple truckload transportation, less-than-truckload, logistics, and business services to the shipping and transportation sectors.

The Simpson Thacher team includes Jakob Rendtorff and Eva Du (M&A).