Swift subsidiary gets consents needed to amend 12½% notes, floaters

By Susanna Moon

Chicago, Dec. 6 - Swift Corp. said its subsidiary Swift Transportation Co., LLC received the consents needed to amend its $505,648,000 of outstanding 12½% second-priority senior secured fixed-rate notes due 2017 and its $203.6 million of second-priority senior secured floating-rate notes due 2015.

As of 5 p.m. ET on Dec. 3, the consent date, holders had tendered 94.6% of the outstanding floaters and 96.9% of the outstanding 12½% notes.

Swift sought consents to eliminate most of the 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.

The company needed consents from holders of at least two-thirds of the notes to institute these changes.

Investors who tendered by the consent deadline will receive par for the floaters and $1,085 per $1,000 of the 12½% notes. The total amount includes a $30 consent payment per $1,000 principal amount of notes.

Those who tender after the consent deadline but before the expiration date of the tender offers, which is midnight ET on Dec. 17, will receive $970 per $1,000 of the floaters and $1,055 per $1,000 of 12½% notes.

As previously noted, Apollo Fund VI BC, LP and Lily, LP, the holders of the largest amount of notes, have already consented to the proposed amendments. As of Nov. 19, the start date for the offers, Apollo owned 38.8% of the floaters and 67.7% of the 12½% notes.

The company will also pay accrued interest up to but excluding the payment date on both series of notes.

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

Swift launched its $1.05 billion six-year term loan on Nov. 30 with price talk of Libor plus 450 basis points to 475 bps with a 1.5% Libor floor and an original issue discount of 98½ to 99. The company also planned to price $300 million of trust-issued mandatory common exchange securities in a Rule 144A offering that was talked to yield 6% to 6.5% with an initial conversion premium of 17.5% to 22.5%.

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 tender 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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