Knight Transportation, Inc. (NYSE:KNX) entered into a definitive agreement to acquire Swift Transportation Company (NYSE:SWFT) for $3 billion on April 9, 2017. Under the terms of the definitive agreement, each Swift share will convert into 0.72 shares of Knight-Swift by means of a reverse stock split. Each share of Knight will be exchanged for one Knight-Swift share. Knight is expected to be the accounting acquirer and the combined company will be named Knight-Swift Transportation Holdings Inc. (“Knight-Swift”) and will trade under the ticker “KNX.” Pursuant to closing of the transaction, Swift stockholders will own approximately 54% and Knight stockholders will own approximately 46% of the combined company. Pursuant to merger, Knight-Swift will have a single class of stock outstanding with one vote per share. In the transaction, Swift’s existing Class B common stock with two votes per share held by members of the Jerry Moyes family will be converted on a one-for-one basis into Class A common stock. Those shares, like all other Class A shares of Swift, will convert into 0.72 shares of Knight-Swift and there will be no shares of Class B common stock outstanding following the close of the transaction. After giving effect to the transaction, Jerry Moyes family will beneficially own approximately 24% of the Knight-Swift stock and has agreed that any shares they are entitled to vote in excess of 12.5% of the combined company’s shares will be voted as directed by a committee comprising Jerry Moyes, Kevin Knight and Gary Knight, except in the case of a vote of any sale of Knight-Swift. In addition, the Jerry Moyes family has agreed to certain standstill restrictions and provisions designed so that any share sales by the Jerry Moyes family are implemented in an orderly manner. Knight will be required to pay a termination fee of $75.3 million while Swift will be required to pay a termination fee of $89.1 million in the event they choose to terminate the transaction. Jerry Moyes has agreed to pay $25 million to Knight in the event that the merger agreement is terminated under circumstances that require Swift to pay the $89.1 million termination fee to Knight. The Board of Directors of Knight-Swift will comprise all Knight Directors and four current Swift Directors. The Jerry Moyes family will initially be entitled to designate two Directors reasonably acceptable to the Board, one of whom must be independent, with the initial designees being Glenn Brown and Jerry Moyes. The remaining two Directors were chosen by the Swift board and will be Richard Dozer and David Vander Ploeg. Kevin Knight will serve as Executive Chairman of the Board and Gary Knight will serve as Vice Chairman. The executive team of Knight-Swift will be led by Kevin Knight as Executive Chairman, Dave Jackson as Chief Executive Officer and Adam Miller as Chief Financial Officer. Following the close of the transaction, Kevin Knight will serve as President of the Swift operating entities. Jerry Moyes will serve as a non-employee senior advisor to Kevin and Gary Knight. Richard Stocking, Chief Executive Officer of Swift, and Ginnie Henkels, Chief Financial Officer of Swift, have chosen to pursue other opportunities following the closing of the transaction. In the interim, Swift’s Chief Executive Officers, Richard Stocking and Ginnie Henkels will continue to lead Swift to ensure a smooth transition. The combined company will remain headquartered in Phoenix, Arizona. The transaction is subject to customary conditions, including regulatory approvals, the approval of the stockholders of Knight and Swift, listing of shares on the stock exchange, Knight Charter amendment proposals, receipt of any required approval under the Federal Economic Competition Law of Mexico, effectiveness of the registration statement on Form S-4, listing on the NYSE of the combined company shares to be issued, receipt by Swift of an opinion from Kirkland, and Knight of an opinion from Fried Frank as well as antitrust approvals. The Jerry Moyes family, which holds approximately 56% of the Swift voting power, and Kevin Knight and Gary Knight, who hold approximately 10% of the Knight voting power, have agreed to vote their shares in favor of the transaction. The transaction has been unanimously approved by the Boards of Directors of both Swift Transportation and Knight Transportation. As of May 1, 2017, Federal Trade Commission granted an early termination notice of antitrust approval waiting period. Comisión Federal de Competencia Económica approved the transaction without conditions on June 26, 2017. As on September 7, 2017, the transaction was approved by the shareholders of Swift Transportation Company. The transaction is expected to occur in the third quarter of 2017. As on September 7, 2017, the deal is expected to close on September 8, 2017. The transaction is expected to be accretive to adjusted earnings per share. Evercore Group L.L.C. acted as the financial advisor and will receive a fees of $10.5 million and, Philip Richter, Warren de Wied, Robert McLaughlin, Adam Kaminsky, Michael Alter, Bernard Nigro, Tobias Caspary, Israel David, Scott Luftglass, Joshua Roth, Howard Fine, Amber Meek, Jennifer Wollenberg, Donna Mussio, Amir Ghavi, Dallas Cruz, P.Ryan Messier, Christina Robinson, Jake Saifman, Maxwell Yim, Jaclyn Waters, W.Reid Thompson, Matthew Joseph, Max Kuttner, Andrew Cashmore, Samuel Dykstra, Alana Berrocal, J.Tyler Finn and Jason Meyers from Fried, Frank, Harris, Shriver & Jacobson LLP acted as the legal advisors for Knight Transportation, Inc. Morgan Stanley & Co. LLC acted as the financial advisor and will receive a fees of upto $10 million and Richard Aftanas, Daniel Wolf, Michael Brueck and Claire James of Kirkland & Ellis LLP acted as the legal advisors for Swift Transportation Company. Mark Scudder and Earl Scudder of Scudder Law Firm, P.C., L.L.O. acted as the legal advisor for Jerry Moyes family. Ryley, Carlock & Applewhite, P.C. acted as legal advisor to Knight Transportation. Okapi Partners LLC acted as information agent for Knight Transportation, Inc. and will receive base a fee of approximately $11,500. Innisfree M&A Incorporated acted as information agent for Swift Transportation Company and receive will a fee of approximately $17,500. Citigroup Inc. (NYSE:C) acted as financial advisor for Swift Transportation Company. Cravath, Swaine & Moore LLP acted as legal advisor to Morgan Stanley & Co , financial advisor to Swift Transportation company. Gibson, Dunn & Crutcher LLP acted as legal advisor to Evercore Group L.L.C.