We advised the representatives of the initial purchasers on the offering

Davis Polk advised the representatives of the several initial purchasers, in connection with a Rule 144A offering by Knight-Swift Transportation Holdings Inc. of $1.5 billion aggregate principal amount of its 1.00% convertible senior notes due 2031, which included the full exercise of the option by the initial purchasers to purchase an additional $200 million aggregate principal amount of the convertible notes. In addition, Davis Polk advised the counterparties to the capped call transactions entered into in connection with the offering.

Knight-Swift is one of North America’s largest and most diversified freight transportation companies, providing multiple full truckload, less-than-truckload, intermodal and logistics services. The company uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating one of the country’s largest tractor fleets, Knight-Swift also contracts with third-party equipment providers to provide a broad range of truckload services to customers, while creating quality driving jobs for driving associates and successful business opportunities for independent contractors.

The Davis Polk corporate team included partner Daniel P. Gibbons and associate Hope Goimarac. The equity derivatives team included partners Mark M. Mendez and Mark J. DiFiore, counsel Gregory E. Marchesini and associates Ji Hwan Kim and Chanique C. Vassell. Counsel David A. Zilberberg provided environmental advice. Partner Frank Azzopardi provided intellectual property advice. Partner Lucy W. Farr provided tax advice. All members of the Davis Polk team are based in the New York office.

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