KNIGHT-SWIFT TRANSPORT HOLDINGS INC. : Entering into a material definitive agreement, terminating a material definitive arrangement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant (Form 8-K)

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SECTION 1.01 ACCESS TO A MATERIAL DEFINITIVE AGREEMENT

On September 3, 2021 (the "Closing Date"), Knight-Swift Transportation Holdings
Inc. (the "Company") entered into a $2.3 billion unsecured credit facility with
the lenders thereto, Bank of America, N.A. as Administrative Agent, Swingline
Lender, and Issuing Lender and Wells Fargo Bank, National Association and PNC
Bank National Association as Co-Syndication Agents (the "2021 Debt Agreement"),
replacing the Company's previous $1.1 billion unsecured credit facility (the
"2017 Debt Agreement") and the $1.2 billion unsecured term loan (the "2021 Term
Loan"). The 2021 Debt Agreement includes the following facilities:
•$1.1 billion revolving line of credit (the "2021 Revolver"), $350.0 million of
which was drawn upon the Closing Date, maturing September 3, 2026
•$0.2 billion term loan (the "2021 Term Loan A-1"), maturing December 3, 2022
•$0.2 billion term loan (the "2021 Term Loan A-2"), maturing September 3, 2024
•$0.8 billion term loan (the "2021 Term Loan A-3"), maturing September 3, 2026
There are no scheduled principal payments due on the 2021 Revolver, the 2021
Term Loan A-1, or the 2021 Term Loan A-2 until the respective maturity dates
noted above. For the 2021 Term Loan A-3, scheduled principal payments commence
on September 30, 2024, payable in equal quarterly installments of $10.0 million,
with the remaining outstanding balance due at the final maturity date on
September 3, 2026. The interest rates applicable to the 2021 Debt Agreement are
subject to leverage-based grids and as of the Closing Date were equal to the
Bloomberg Short-term Bank Yield ("BSBY") rate plus 1.125% for the 2021 Revolver
and 2021 Term Loan A-3 and the BSBY rate plus 1.000% for the 2021 Term Loan A-1
and 2021 Term Loan A-2.
The 2021 Debt Agreement includes certain financial covenants with respect to a
maximum consolidated net leverage ratio and a minimum consolidated interest
coverage ratio. The 2021 Debt Agreement includes usual and customary events of
default for a facility of this nature and provides that, upon the occurrence and
continuation of an event of default, payment of all amounts payable under the
2021 Debt Agreement may be accelerated, and the lenders' commitments may be
terminated. The 2021 Debt Agreement contains certain usual and customary
restrictions and covenants relating to, among other things, dividends (which
would be restricted only if a default or event of default had occurred and was
continuing or would result therefrom), liens, affiliate transactions, and other
indebtedness.
The foregoing description of the 2021 Debt Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
2021 Debt Agreement, which will be filed with the Company's Form 10-Q for the
quarter ended September 30, 2021.


           ITEM 1.02   TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT


Concurrently with entering into the 2021 Debt Agreement on the Closing Date, the
Company paid off and terminated the 2017 Debt Agreement and the 2021 Term Loan.
The 2017 Debt Agreement was by and among the Company as the borrower, as well as
Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender
and Issuing Lender, and Bank of America, N.A. and PNC Bank National Association
as Co-Syndication Agents. The 2017 Debt Agreement included a $0.8 billion
revolving credit facility (of which $350.6 million face value was outstanding as
of the Closing Date) and a $0.3 billion term loan, which were each scheduled to
mature on October 3, 2022.
As of September 3, 2021, there was $1.2 billion outstanding under the previous
2021 Term Loan, an agreement that was by and among the Company as the borrower
and Bank of America, N.A. as the lender. The previous 2021 Term Loan was
scheduled to mature on October 3, 2022.
Upon the Closing Date, proceeds from the 2021 Term Loans A-1, A-2, and A-3,
$350.0 million drawn under the 2021 Revolver, and $4.7 million of cash on hand
were used to pay off the then-outstanding balances and accrued interest and fees
under the 2017 Debt Agreement and the 2021 Term Loan, as well as certain
transaction fees and expenses associated with the 2021 Debt Agreement.


ITEM 2.03             CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
                      OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set out in Item 1.01 above relating to the 2021 Loan Agreement is incorporated by reference in this Item 2.03.

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