Knight-Swift prices upsized $1.3 billion convertible notes offering

Knight-Swift Transportation Holdings Inc. (NYSE: KNX) announced the pricing of $1.3 billion in convertible senior notes due 2031, increasing from a previously announced $1.0 billion offering.

The notes carry a 1.00% interest rate and will mature on November 15, 2031. The company granted initial purchasers an option to buy an additional $200 million in notes during a 13-day period. The sale is expected to close on May 8, 2026.

Knight-Swift estimates net proceeds of approximately $1.27 billion after fees, or $1.46 billion if the additional option is exercised. The company plans to use proceeds to pay $92.8 million for capped call transactions, repay $300 million under its 2027 term loan, $400 million of its 2030 term loan, and a portion of its revolving credit line.

The notes will be convertible under certain circumstances at an initial rate of 12.4835 shares per $1,000 principal amount, equivalent to a conversion price of approximately $80.11 per share. This represents a 30% premium over the May 5 closing price of $61.62 per share.

Knight-Swift may not redeem the notes before May 21, 2029. After that date, redemption is permitted if the stock price reaches at least 130% of the conversion price for 20 trading days within any 30-day period.

The company entered into capped call transactions with financial institutions to reduce potential dilution from conversions. The cap price is initially approximately $104.75, representing a 70% premium over the May 5 stock price.

The notes were offered privately to qualified institutional buyers under Rule 144A and have not been registered under securities laws.

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