Heartland Express Closes Acquisition of Contract Freighters Truckload Business
01 9월 2022 - 5:05AM
Heartland Express, Inc. (
NASDAQ: HTLD)
(“Heartland”) announced today that it has closed the previously
announced transaction to acquire the Contract Freighters
non-dedicated U.S. dry van and temperature-controlled truckload
business and CFI Logistica operations in Mexico (“CFI”) from TFI
International, Inc. (NYSE: TFII) (“TFI”), for a cash enterprise
value of $525 million, subject to certain adjustments. The term CFI
does not include the CFI Dedicated or CFI Logistics U.S. brokerage
operations, which were not part of the transaction.
Michael Gerdin, Chairman, President, and CEO of
Heartland Express, commented: “We are excited to officially welcome
CFI into the Heartland Express family of brands, alongside Millis
Transfer and Smith Transport. We look forward to working with CFI’s
leadership team to gain meaningful synergies from the
acquisition.”
In conjunction with the acquisition of CFI,
Heartland entered into a $550 million unsecured credit facility,
which includes a $100 million revolving credit availability and
$450 million in term loans funded at closing. The credit facility
will mature in five years and contains customary terms and
conditions, including financial covenants. The credit facility
includes a consortium of lenders, including joint bookrunners
JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. Immediately
after the closing, Heartland had an estimated net leverage ratio of
approximately 1.25x and approximately $170 million of cash and
available borrowing under the credit facility.(1)
Advisors
Scudder Law Firm, P.C., L.L.O. served as
transaction and legal advisor to Heartland.
About Heartland
Heartland Express, Inc. is an irregular route
truckload carrier based in North Liberty, Iowa, serving customers
with shipping lanes throughout the United States through its brands
Heartland Express, Millis Transfer, Smith Transport, and CFI.
Heartland focuses on medium to short haul regional freight,
offering shippers industry-leading on-time service so they can
achieve their strategic goals. Since its initial public offering in
1986, Heartland has grown from approximately $20 million in revenue
to one of North America’s largest, most profitable, and best
capitalized truckload carriers. Heartland has been recognized 18
times by Forbes Magazine as one of the Top 200 Best Small Companies
in America, as well as being ranked by Logistics Management
Magazine 18 out of the last 20 years as one of the Best Truckload
Carriers in America. Heartland was also recognized as one of
America’s Most Trustworthy Companies by Newsweek in 2022. More
information about Heartland can be found on the company website at
www.heartlandexpress.com.
(1) |
Net leverage
ratio is defined as the following, calculated with respect to
Heartland and its subsidiaries on a consolidated basis: (a) total
indebtedness minus up to $50 million of unrestricted cash, to (b)
EBITDA for the most recently completed four consecutive fiscal
quarters. For purposes of this ratio, “EBITDA” means net income,
plus (a) interest expense, tax expense, depreciation and
amortization, certain other noncash charges, expenses associated
with the transaction described in this press release, and the
projected amount of “run rate” cost and expense reductions related
to such transaction, minus (b) certain non-cash gains. |
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Such forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended. Forward-looking
statements generally may be identified by words such as
“anticipates,” “believes,” “estimates,” “plans,” “projects,”
“expects,” “hopes,” “intends,” “will,” “would,” “can,” “could,”
“may,” and terms and phrases of similar substance. In this press
release, forward-looking statements cover matters such as our
estimated net leverage ratio, estimated cash and availability under
the credit facility, and predictions concerning other financial
measures, synergies, operating plans, and future operations .
Forward-looking statements are based upon the current beliefs and
expectations of Heartland’s management and are inherently subject
to risks and uncertainties, some of which cannot be predicted or
quantified, which could cause future events and actual results to
differ materially from those set forth in, contemplated by, or
underlying the forward-looking statements. Accordingly, actual
results may differ from those set forth in the forward-looking
statements. Readers should review and consider the factors that may
affect future results and other disclosures by Heartland in its
press releases, stockholder reports, Annual Report on Form 10-K,
and other filings
Contact: Michael Gerdin, Chief Executive
Officer, or Chris Strain, Chief Financial Officer – (319)
645-7060
TFI (NYSE:TFII)
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TFI (NYSE:TFII)
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부터 7월(7) 2023 으로 7월(7) 2024