S-4 1 v467558_s4.htm S-4

As filed with the Securities and Exchange Commission on May 23, 2017

Registration No. 333-    

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



 

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



 

SWIFT TRANSPORTATION COMPANY
(to be renamed KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
upon consummation of the transaction described herein)

(Exact Name of Registrant as Specified in Its Charter)



 

   
Delaware   4213   20-5589597
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

2200 South 75th Avenue
Phoenix, Arizona 85043
(602) 269-9700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)



 

Mickey R. Dragash
Executive Vice President, General Counsel and Corporate Secretary
Swift Transportation Company
2200 South 75th Avenue
Phoenix, Arizona 85043
(602) 269-9700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)



 

Copies to:

       
Richard B. Aftanas, Esq.
Michael P. Brueck, Esq.
Claire E. James, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
  Todd F. Carlson, Esq.
General Counsel
Knight Transportation, Inc.
20002 North 19th Avenue
Phoenix, Arizona 85027
(602) 269-2000
  James E. Brophy, Esq.
Jessica Benford, Esq.
Ryley, Carlock & Applewhite, P.C.
One N. Central Avenue, Suite 1200
Phoenix, Arizona 85004
(602) 440-4800
  Philip Richter, Esq.
Fried, Frank, Harris, Shriver &
Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
  Mark A. Scudder, Esq.
Earl H. Scudder, Esq.
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street
Lincoln, Nebraska 68508
(402) 435-3223


 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and completion of the merger of Bishop Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Swift Transportation Company (“Swift”), with and into Knight Transportation, Inc. (“Knight”), as described in the Agreement and Plan of Merger, dated as of April 9, 2017, among Swift, Knight and Merger Sub.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).

 
Large accelerated filer  x   Accelerated filer            o
Non-accelerated filer    o   (Do not check if a smaller reporting company)   Smaller reporting company  o
     Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

 

 


 
 

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CALCULATION OF REGISTRATION FEE

       
Title Of Each Class Of Securities To Be Registered   Amount
To Be Registered(1)
  Proposed
Maximum
Offering
Price Per
Unit
  Proposed
Maximum
Aggregate
Offering
Price(2)
  Amount Of
Registration
Fee(3)
Class A Common Stock, par value $0.01     80,817,239       N/A     $ 2,533,620,443     $ 293,646.61  

(1) Represents the maximum number of shares of Swift Class A common stock estimated to be issuable upon completion of the merger of Merger Sub with and into Knight, as described in this joint proxy statement/prospectus, equal to the product of (a) the sum of (i) 80,509,981, the number of shares of Knight common stock outstanding as of May 18, 2017, and (ii) 307,258, the number of shares of Swift class A common stock estimated to be issuable in respect of Knight equity awards upon completion of the merger and (b) the exchange ratio of 1 share of Swift Class A common stock for each share of Knight common stock.
(2) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rules 457(f)(1) and 457(c) of the Securities Act. The proposed maximum aggregate offering price of the registrant’s Class A common shares was calculated based on the market value of shares of Knight common stock (the securities to be cancelled in the merger) as follows: the product of (a) $31.35, the average of the high and low prices per share of Knight common stock on the New York Stock Exchange on May 17, 2017, and (b) 80,817,239, the maximum number of shares of Swift class A common stock estimated to be issuable upon completion of the merger.
(3) Calculated pursuant to Section 6(b) of the Securities Act and SEC Fee Advisory #1 for Fiscal Year 2017 at a rate equal to $115.90 per $1,000,000 of the proposed maximum aggregate offering price.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


 
 

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY — SUBJECT TO COMPLETION — DATED MAY 23, 2017

 
[GRAPHIC MISSING]   [GRAPHIC MISSING]

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

[           ], 2017

Dear Stockholders of Knight Transportation, Inc. and Swift Transportation Company:

On April 9, 2017, Knight Transportation, Inc. (referred to as “Knight”) and Swift Transportation Company (referred to as “Swift”) entered into a merger agreement, pursuant to which they agreed to a combination transaction after which their respective businesses would be operated separately under a single combined company (referred to as the “combined company”). The combined company is expected to be North America’s premier truckload transportation company.

The transaction contemplated by the merger agreement (referred to as the “transaction”) will be implemented through several steps that will occur in immediate succession.

First, Swift’s current certificate of incorporation (referred to as the “Swift certificate of incorporation”) will be amended. As a result of this amendment, all of the outstanding shares of Swift’s Class B Common Stock, par value $0.01 per share (referred to as “class B shares of Swift”) (each of which is currently entitled to two votes per share), will convert into an equal number of shares of Swift’s Class A Common Stock, par value $0.01 per share (referred to as “class A shares of Swift”) (each of which is currently entitled to one vote per share), and immediately afterwards each outstanding class A share of Swift (including those class A shares into which the class B shares were converted) will be combined by means of a reverse stock split into 0.720 of a class A share of Swift (referred to as the “Reverse Stock Split”). As part of the amendment to its certificate of incorporation, Swift will change its name to “Knight-Swift Transportation Holdings Inc.”, which will be the name of the combined company.

Immediately after the amendment to Swift’s certificate of incorporation, a direct wholly owned subsidiary of Swift will merge with and into Knight, with Knight becoming a wholly owned subsidiary of the combined company (referred to as the “merger”). In the merger, each share of Knight Common Stock, par value $0.01 per share (referred to as a “Knight share”), issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one class A share of Swift, also referred to as a “combined company share.”

Based on the closing price of the Knight shares on the New York Stock Exchange (referred to as the “NYSE”) on [           ], 2017, the latest practicable date before the date of the accompanying joint proxy statement/prospectus, the 0.720 of a combined company share that the Swift stockholders will receive in respect of each class A share of Swift would have a value of approximately $[    ].

After consummation of the transaction, Knight and Swift stockholders are expected to own approximately 46% and 54%, respectively, of the outstanding combined company shares. Knight shares currently trade on the NYSE under the symbol “KNX,” and class A shares of Swift currently trade on the NYSE under the symbol “SWFT.” Following the merger, there will be one class of shares of the combined company outstanding, which will be listed on the NYSE and is expected to trade under the symbol “KNX.” Based on the number of outstanding Knight shares and class A and class B shares of Swift (collectively referred to as the “Swift shares”) as of [           ], 2017, the latest practicable date before the date of the accompanying joint proxy statement/prospectus, and the Knight and Swift equity awards expected to vest in connection with the transaction, a total of approximately [    ] combined company shares are expected to be outstanding immediately after the completion of the transaction.

In connection with the transaction, Knight will hold a special meeting of its stockholders and Swift will hold a special meeting of its stockholders.

At the Knight special meeting, Knight stockholders will be asked to consider and vote on, among other things, a proposal to approve the merger agreement and certain amendments to the certificate of incorporation of Swift, which after the merger will be the certificate of incorporation of the combined company (collectively referred to as the “Knight Required Proposals”). The Knight board of directors recommends that Knight stockholders vote “FOR” the Knight Required Proposals and “FOR” each of the other proposals to be considered at the Knight special meeting and described in the accompanying joint proxy statement/prospectus.

At the Swift special meeting, Swift stockholders will be asked to consider and vote on, among other things, the issuance of combined company shares to the Knight stockholders in connection with the transaction and amendments to the certificate of incorporation of Swift (collectively referred to as the “Swift Required Proposals”). The Swift board of directors recommends that Swift stockholders vote “FOR” the Swift Required Proposals and “FOR” each of the other proposals to be considered at the Swift special meeting and described in the accompanying joint proxy statement/prospectus.

Consummation of the transaction is conditioned on the approval of the Knight Required Proposals and the Swift Required Proposals. Your vote is very important. Whether or not you plan to attend the Knight special meeting or the Swift special meeting, as applicable, please promptly complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Submitting a proxy now will not prevent you from being able to vote in person at the Knight special meeting or the Swift special meeting, as applicable.

The obligations of Knight and Swift to consummate the transaction are subject to the satisfaction or waiver of several conditions set forth in the merger agreement, a copy of which is included as Annex A to the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus provides you with detailed information about the transaction. It also contains or references information about Knight and Swift and certain related matters. You are encouraged to read the accompanying document carefully. In particular, you should read the “Risk Factors” section beginning on page 36 of the accompanying joint proxy statement/prospectus for a discussion of the risks you should consider in evaluating the transaction and how they will affect you.

On behalf of the Knight board of directors and Swift board of directors, thank you for your consideration and continued support.

 
Kevin P. Knight
Executive Chairman
Knight Transportation, Inc.
  Richard H. Dozer
Chairman
Swift Transportation Company

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transaction or the securities to be issued in connection with the transaction or passed upon the adequacy or accuracy of the disclosure in the accompanying joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated [           ], 2017 and is first being mailed to the
Knight and Swift stockholders on or about [           ], 2017.


 
 

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[GRAPHIC MISSING]

KNIGHT TRANSPORTATION, INC.
20002 North 19th Avenue
Phoenix, Arizona 85027

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [           ], 2017

To the Stockholders of Knight Transportation, Inc.:

A special meeting of stockholders of Knight Transportation, Inc. will be held at [    ] a.m. local time, on [           ], 2017, at Knight’s corporate headquarters located at 20002 North 19th Avenue, Phoenix, Arizona 85027 (referred to as the “Knight special meeting”), for the following purposes:

1. to consider and act upon a proposal to approve the Agreement and Plan of Merger, dated as of April 9, 2017 (referred to as the “merger agreement”), by and among Knight, Swift Transportation Company and Bishop Merger Sub, Inc. (referred to as “Merger Sub”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, and the merger and other transactions contemplated thereby (referred to as the “Knight Merger Proposal”);
2. to consider and act upon a proposal to amend Swift’s certificate of incorporation (which will be the certificate of incorporation of the combined company) to provide for the classification of the combined company board of directors into three classes of directors with staggered terms of office (referred to as the “Knight Board Classification Proposal”);
3. to consider and act upon a proposal to amend Swift’s certificate of incorporation (which will be the certificate of incorporation of the combined company) to provide that stockholders of the combined company may take action by written consent, in lieu of holding a meeting, if such action is passed by a unanimous written consent signed by all stockholders entitled to vote (referred to as the “Knight Stockholder Written Consent Proposal,” with each of the Knight Board Classification Proposal and the Knight Stockholder Written Consent Proposal referred to as a “Knight Charter Amendment Proposal” and collectively as the “Knight Charter Amendment Proposals”);
4. to consider and act upon a proposal to approve the adjournment of the Knight special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of any of the Knight Required Proposals (referred to as the “Knight Adjournment Proposal”); and
5. to consider and act upon a proposal to approve, on a non-binding, advisory basis, the compensation that may become payable to Knight’s named executive officers that is based on or otherwise relates to the transaction, as disclosed in “The Transaction — Interests of Knight’s Directors and Officers in the Transaction” of the accompanying joint proxy statement/prospectus (referred to as the “Knight Advisory Compensation Proposal” and, together with the Knight Required Proposals and the Knight Adjournment Proposal, the “Knight Proposals”).

Approval of the Knight Merger Proposal requires the affirmative vote of a majority of the outstanding Knight shares and is a condition to the closing of the transaction. Approval of each Knight Charter Amendment Proposal requires the affirmative vote of a majority of the votes cast at the Knight special meeting by holders of Knight shares (assuming a quorum is present) and is a condition to the closing of the transaction. Approval of each of the Knight Adjournment Proposal and the Knight Advisory Compensation Proposal requires the affirmative vote of a majority of the votes cast at the Knight special meeting by holders of Knight shares (assuming a quorum is present).

Each of the Knight Proposals is described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully in its entirety before you vote.


 
 

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The Knight board of directors has set [           ], 2017 as the record date for the Knight special meeting. Only holders of record of Knight shares as of the close of business on [           ], 2017 will be entitled to notice of and to vote at the Knight special meeting and any adjournments thereof. Any stockholder entitled to attend and vote at the Knight special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of Knight shares.

Your vote is very important.  To ensure your representation at the Knight special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please submit your proxy promptly whether or not you expect to attend the Knight special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the Knight special meeting. If your Knight shares are held in the name of a bank, broker or other nominee, follow the instructions on the voting instruction card furnished to you by such bank, broker or other nominee.

The Knight board of directors has adopted and approved the merger agreement and the consummation of the transaction, and has determined that the merger agreement and the transaction are advisable, fair to, and in the best interests of Knight and its stockholders. It therefore unanimously recommends that you vote “FOR” the Knight Merger Proposal, “FOR” the Knight Board Classification Proposal, “FOR” the Knight Stockholder Written Consent Proposal, “FOR” the Knight Adjournment Proposal and “FOR” the Knight Advisory Compensation Proposal.

By Order of the Board of Directors,
 
Adam W. Miller
Secretary

Phoenix, Arizona
[           ], 2017


 
 

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YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE KNIGHT SPECIAL MEETING IN PERSON, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) VIA THE INTERNET, (2) BY TELEPHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED KNIGHT PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE KNIGHT SPECIAL MEETING AND WISH TO VOTE YOUR KNIGHT SHARES IN PERSON, YOU MAY DO SO AT ANY TIME PRIOR TO YOUR PROXY BEING EXERCISED. You may revoke your proxy or change your vote at any time before the Knight special meeting. If your Knight shares are held in the name of a bank, broker or other nominee holder of record, please follow the instructions on the voting instruction form furnished to you by such record holder.

We urge you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes and exhibits carefully and in their entirety. If you have any questions concerning the merger agreement, the transaction, the Knight Proposals, the Knight special meeting or the accompanying joint proxy statement/prospectus, would like additional copies of the accompanying joint proxy statement/prospectus or need help voting your Knight shares, please contact:

Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Stockholders and All Others Call Toll-Free: (888) 785-6617
Email: KnightTrans@okapipartners.com

or

Knight Transportation, Inc.
20002 North 19th Avenue
Phoenix, Arizona 85027
Attention: Investor Relations
Telephone: (800) 489-2000


 
 

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[GRAPHIC MISSING]

SWIFT TRANSPORTATION COMPANY
2200 South 75th Avenue
Phoenix, Arizona 85043

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [           ], 2017

To the Stockholders of Swift Transportation Company:

We cordially invite you to attend a special meeting of the stockholders of Swift. The meeting will take place at Swift’s corporate offices which are located at 2200 S. 75th Avenue, Phoenix, Arizona 85043, on [   ] at [   ], local time (referred to as the “Swift special meeting”), for the following purposes and to transact such other business that may properly come before the Swift special meeting or any reconvened meeting following any adjournment or postponement of the Swift special meeting:

1. Share Issuance Proposal.  To consider and act upon a proposal to approve the issuance of class A shares of Swift in connection with the transaction (referred to as the “Share Issuance Proposal”);
2. Charter Amendment Proposals.  To consider and act upon five separate proposals to amend and restate Swift’s certificate of incorporation to:
eliminate Swift’s current dual-class common stock structure by converting each issued and outstanding class B share of Swift into one class A share of Swift (referred to as the “Swift Share Reclassification”), which would remain as the only class of common stock outstanding at the closing of the transaction, with each class A share of Swift having one vote (this proposal is referred to herein as the “Reclassification Proposal”);
immediately after the Swift Share Reclassification, consolidate, by means of a reverse stock split, each issued and outstanding class A share of Swift (including each class A share of Swift into which the class B shares of Swift were converted) into 0.720 of a class A share of Swift (this proposal is referred to herein as the “Reverse Stock Split Proposal”);
provide for the classification of Swift’s board of directors into three classes of directors with staggered terms of office (this proposal is referred to herein as the “Board Classification Proposal”);
provide that stockholders may take action by written consent, in lieu of holding a meeting, if such action is passed by a unanimous written consent signed by all stockholders entitled to vote (this proposal is referred to herein as the “Stockholder Written Consent Proposal”); and
provide for certain additional changes as shown in Annex B to the attached joint proxy statement/prospectus, including a change in Swift’s corporate name to “Knight-Swift Transportation Holdings Inc.” (this proposal is referred to herein as the “Additional Amendments Proposal,” with each of the Reclassification Proposal, the Reverse Stock Split Proposal, the Board Classification Proposal, the Stockholder Written Consent Proposal and the Additional Amendments Proposal referred to as a “Charter Amendment Proposal” and collectively as the “Charter Amendment Proposals”).
3. Adjournment Proposal.  To consider and act upon a proposal to approve the adjournment of the Swift special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Share Issuance Proposal and the Charter Amendment Proposals if there are insufficient votes at the time of such adjournment to approve such proposals (this proposal is referred to herein as the “Swift Adjournment Proposal”).


 
 

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The approval by Swift stockholders of the Share Issuance Proposal and the Charter Amendment Proposals is a condition to the completion of the transaction. If any of the Share Issuance Proposal or the Charter Amendment Proposals is not approved and the applicable condition in the merger agreement is not waived, the transaction will not be completed.

Please refer to the accompanying joint proxy statement/prospectus for further information with respect to the business to be transacted at the Swift special meeting.

Holders of record of Swift shares at the close of business on [   ], 2017 are entitled to notice of, and to vote at, the Swift special meeting and any adjournments or postponements of the Swift special meeting.

To be approved, the Share Issuance Proposal requires the affirmative vote of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes), assuming a quorum is present. To be approved, each Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes). To be approved, the Swift Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes), assuming a quorum is present.

Your vote is important. Whether or not you expect to attend the Swift special meeting in person, we urge you to vote your Swift shares as promptly as possible by: (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your Swift shares may be represented and voted at the Swift special meeting. If your Swift shares are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the record holder.

Swift’s board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Share Issuance Proposal, “FOR” each of the Charter Amendment Proposals and “FOR” the Swift Adjournment Proposal.

By Order of the Board of Directors,
 
Mickey R. Dragash, Executive Vice President, General
Counsel and Corporate Secretary
 
[   ], 2017
Phoenix, Arizona


 
 

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YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE SWIFT SPECIAL MEETING IN PERSON, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) VIA THE INTERNET, (2) BY TELEPHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED SWIFT PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE SWIFT SPECIAL MEETING AND WISH TO VOTE YOUR SWIFT SHARES IN PERSON, YOU MAY DO SO AT ANY TIME PRIOR TO THE CLOSING OF THE POLLS AT THE SPECIAL MEETING. You may revoke your proxy or change your vote at any time before the Swift special meeting. If your Swift shares are held in the name of a bank, broker or other nominee holder of record, please follow the instructions on the voting instruction form furnished to you by such record holder.

We urge you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes and exhibits carefully and in their entirety. If you have any questions concerning the merger agreement, the transaction, the adjournment vote, the Swift special meeting or the accompanying joint proxy statement/prospectus, would like additional copies of the accompanying joint proxy statement/prospectus or need help voting your Swift shares, please contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5834
Banks and Broker: (212) 750-5833
or

Swift Transportation Company
2200 South 75th Avenue
Phoenix, Arizona 85043
Attention: Investor Relations
Telephone: (602) 477-7052


 
 

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ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Knight and Swift from other documents that are not included in or delivered with the accompanying joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into the accompanying joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

 
Knight Transportation, Inc.
20002 North 19th Avenue
Phoenix, Arizona 85027
(800) 489-2000
Attn: Investor Relations
  Swift Transportation Company
2200 South 75th Avenue
Phoenix, Arizona 85043
(602) 269-9700
Attn: Investor Relations

 
or   or
[GRAPHIC MISSING]   [GRAPHIC MISSING]
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
(888) 785-6617
Email: KnightTrans@okapipartners.com
  Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5834
Banks and Broker: (212) 750-5833

Investors may also consult the websites of Knight or Swift for more information concerning the merger and other transactions described in the accompanying joint proxy statement/prospectus. The website of Knight is www.knighttrans.com and the website of Swift is www.swifttrans.com. Information included on these websites is not incorporated by reference into the accompanying joint proxy statement/prospectus.

If you would like to request any documents, please do so by [   ], 2017, in order to receive them before the special meetings.

For a more detailed description of the information incorporated by reference in the accompanying joint proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information.”


 
 

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TABLE OF CONTENTS

 
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETINGS     1  
SUMMARY     13  
Parties to the Transaction     13  
The Transaction     14  
Board and Management of the Combined Company after the Transaction     16  
Knight’s Reasons for the Transaction; Recommendation of the Knight Board of Directors     16  
Swift’s Reasons for the Transaction; Recommendation of the Swift Board of Directors     16  
Opinion of Knight’s Financial Advisor     17  
Opinion of Swift’s Financial Advisor     17  
Key Terms of the Transaction Agreements     18  
Regulatory Approvals Required for the Merger     23  
Accounting Treatment     23  
Material U.S. Federal Income Tax Consequences     24  
Interests of Knight’s Directors and Officers in the Transaction     24  
Interests of Swift’s Directors and Officers in the Transaction     24  
Voting by Knight’s Directors and Executive Officers     25  
Voting by Swift’s Directors and Executive Officers     25  
No Dissenters’ or Appraisal Rights     25  
Comparison of Stockholder Rights     25  
Risk Factors     25  
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF KNIGHT     26  
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF SWIFT     28  
SELECTED KNIGHT AND SWIFT UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA     30  
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA     32  
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION     34  
RISK FACTORS     36  
Risks Related to the Transaction     36  
Risks Related to the Business of the Combined Company     42  
Risks Related to Knight’s Business     43  
Risks Related to Swift’s Business     43  
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS     44  
THE KNIGHT SPECIAL MEETING     45  
Date, Time and Place of the Knight Special Meeting     45  
Purpose of the Knight Special Meeting     45  
Knight Record Date and Quorum     45  
Required Vote     46  
Treatment of Abstentions; Failure to Vote     46  
Recommendation of the Knight Board of Directors     47  

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Voting by Knight’s Directors and Executive Officers     47  
Voting of Proxies; Incomplete Proxies     47  
Shares Held in Street Name     48  
Revocability of Proxies and Changes to a Knight Stockholder’s Vote     48  
Solicitation of Proxies     49  
Attending the Knight Special Meeting     49  
Assistance     49  
KNIGHT PROPOSALS     50  
Knight Proposal 1: The Knight Merger Proposal     50  
Knight Proposal 2: The Knight Board Classification Proposal     50  
Knight Proposal 3: The Knight Stockholder Written Consent Proposal     51  
Knight Proposal 4: The Knight Adjournment Proposal     51  
Knight Proposal 5: The Knight Advisory Compensation Proposal     51  
THE SWIFT SPECIAL MEETING     53  
Date, Time and Place     53  
Purpose of the Swift Special Meeting     53  
Recommendation of the Swift Board of Directors     53  
Swift Record Date; Shares Entitled to Vote     53  
Voting by Swift’s Directors and Executive Officers     53  
Quorum     54  
Required Vote     54  
Abstentions and Broker Non-Votes     54  
Shares Held in Street Name     54  
Voting Proxies     55  
Revocability of Proxies or Voting Instructions     55  
Solicitation of Proxies     55  
SWIFT PROPOSALS     56  
Swift Proposal 1: The Share Issuance Proposal     56  
Swift Proposal 2: The Reclassification Proposal     56  
Swift Proposal 3: The Reverse Stock Split Proposal     57  
Swift Proposal 4: The Board Classification Proposal     58  
Swift Proposal 5: The Stockholder Written Consent Proposal     58  
Swift Proposal 6: The Additional Amendments Proposal     59  
Swift Proposal 7: The Swift Adjournment Proposal     60  
THE TRANSACTION     61  
General Description of the Transaction     61  
Consideration to be Received by the Knight Stockholders     62  
Background of the Transaction     62  
Knight’s Reasons for the Transaction; Recommendation of the Knight Board of Directors     72  
Swift’s Reasons for the Transaction; Recommendation of the Swift Board of Directors     75  

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Opinion of Knight’s Financial Advisor     79  
Knight Management’s Unaudited Prospective Financial Information     93  
Opinion of Swift’s Financial Advisor     96  
Swift Management’s Unaudited Prospective Financial Information     106  
Board and Management of the Combined Company     111  
Interests of Knight’s Directors and Officers in the Transaction     115  
Interests of Swift’s Directors and Officers in the Transaction     116  
Regulatory Approvals Required for the Merger     122  
Accounting Treatment     123  
Listing of Combined Company Shares     123  
Delisting and Deregistration of Knight Shares     123  
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES     124  
THE TRANSACTION AGREEMENTS     127  
Description of the Merger Agreement     127  
Description of the Swift Support Agreement     150  
Description of the Knight Support Agreements     151  
Description of the Swift Stockholders Agreement     152  
Description of the Knight Stockholders Agreements     155  
Description of the Amended and Restated Moyes Letter Agreement     157  
KNIGHT AND SWIFT UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS     158  
DESCRIPTION OF COMBINED COMPANY SHARES     168  
COMPARISON OF STOCKHOLDER RIGHTS     172  
LEGAL MATTERS     179  
EXPERTS     180  
KNIGHT ANNUAL MEETING STOCKHOLDER PROPOSALS     181  
SWIFT ANNUAL MEETING STOCKHOLDER PROPOSALS     182  
COMBINED COMPANY ANNUAL MEETING STOCKHOLDER PROPOSALS     183  
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE     184  
WHERE YOU CAN FIND MORE INFORMATION     186  
Annex A — Merger Agreement     A-1  
Annex B — Proposed Amendments to the Amended and Restated Certificate of Incorporation of Swift Transportation Company     B-1  
Annex C — Opinion of Evercore Group L.L.C.     C-1  
Annex D — Opinion of Morgan Stanley & Co. LLC     D-1  

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETINGS

The following are brief answers to certain questions that you may have regarding the merger agreement, the transaction, the Knight special meeting, the Swift special meeting and the consideration to be received in the transaction. You are urged to read carefully this entire joint proxy statement/prospectus because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes and exhibits to, and the documents incorporated by reference into, this joint proxy statement/prospectus. See “ Where You Can Find More Information.” Certain terms used in this joint proxy statement/prospectus are defined in the cover letters attached hereto.

Q: What is the proposed transaction?
A: On April 9, 2017, Knight and Swift entered into the merger agreement pursuant to which they agreed to a combination transaction after which their respective businesses would be operated separately under a single combined company.

The transaction will be implemented through several steps that will occur in immediate succession.

First, Swift’s certificate of incorporation will be amended. As a result of this amendment, all of the outstanding class B shares of Swift (each of which is currently entitled to two votes) will convert into an equal number of shares of class A shares of Swift (each of which is currently entitled to one vote) pursuant to the Swift Share Reclassification and immediately afterwards each outstanding class A share of Swift (including those class A shares into which the class B shares were converted) will be combined by means of a reverse stock split into 0.720 (referred to as the “share consolidation ratio”) of a class A share of Swift pursuant to the Reverse Stock Split. As part of the amendment to its certificate of incorporation, Swift will change its name to “Knight-Swift Transportation Holdings Inc.”, which will be the name of the combined company.

Immediately after the amendment to Swift’s certificate of incorporation, a direct wholly owned subsidiary of Swift will merge with and into Knight, with Knight becoming a wholly owned subsidiary of the combined company. In the merger, each Knight share issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one (referred to as the “merger exchange ratio”) class A share of Swift, also referred to as a “combined company share” (such consideration being referred to as the “merger consideration”).

After consummation of the transaction, the Knight and Swift stockholders are expected to own approximately 46% and 54%, respectively, of the outstanding combined company shares. Following the completion of the transaction, there will be one class of combined company shares outstanding, which will be listed on the NYSE and is expected to trade under the symbol “KNX.”

Q: Why am I receiving this joint proxy statement/prospectus?
A: Each of Knight and Swift is sending these materials to its respective stockholders to help them decide how to vote their Knight shares or Swift shares, as the case may be, with respect to the matters to be considered at the Knight special meeting and the Swift special meeting, respectively.

Consummation of the transaction requires affirmative votes by both Knight and Swift stockholders. To obtain these required approvals, Knight will hold the Knight special meeting to ask its stockholders to approve the Knight Required Proposals, and Swift will hold the Swift special meeting to ask its stockholders to approve the Swift Required Proposals.

Further information about the Knight special meeting, the Swift special meeting and the transaction is contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus constitutes both a joint proxy statement of Knight and Swift and a prospectus of Swift. It is a joint proxy statement because the Knight board of directors is soliciting proxies from its stockholders, and the Swift board of directors is soliciting proxies from its stockholders, using this joint proxy statement/prospectus. It is a prospectus because Swift, in connection with the merger agreement, is offering its class A shares (which will become combined company shares in the merger) in exchange for the outstanding Knight shares.

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The enclosed proxy materials allow you to submit a proxy by telephone or vote your shares over the Internet without attending your respective company’s special meeting in person.

Your vote is very important. You are encouraged to submit your proxy by telephone or vote your shares over the Internet as soon as possible, even if you do plan to attend the Knight special meeting or the Swift special meeting in person.

Q: What will Swift stockholders receive in the transaction?
A: Immediately prior to the merger, (i) all of the outstanding class B shares of Swift will convert into an equal number of class A shares of Swift and (ii) immediately afterwards, each outstanding class A share of Swift will be combined by means of the Reverse Stock Split into 0.720 of a class A share of Swift, which will become combined company shares in the merger. No holder of class A shares of Swift will be issued fractional shares in the Reverse Stock Split. Each holder of class A shares of Swift subject to the Reverse Stock Split who would otherwise have been entitled to receive a fraction of a combined company share (after aggregating all shares held by such holder) will receive cash in an amount equal to the product of (i) such fractional share interest and (ii) the closing price of a combined company share on the NYSE on the date the Reverse Stock Split occurs (or such other amount in cash as determined by the combined company board of directors to be equitable) (such amount of cash referred to as the “Swift fractional share consideration”).
Q: What will Knight stockholders receive in the transaction?
A: In the merger, each Knight share issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one combined company share.
Q: When will the transaction be consummated?
A: The transaction is expected to be consummated during the third quarter of 2017. However, neither Knight nor Swift can predict the actual date on which the transaction will be consummated, or whether it will be consummated, because the transaction is subject to factors beyond each company’s control. See “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”
Q: What are the conditions to the consummation of the transaction?
A: In addition to approval of the Knight Required Proposals by Knight stockholders and approval of the Swift Required Proposals by Swift stockholders, consummation of the transaction is subject to the satisfaction or, to the extent permitted by applicable law, waiver of a number of other conditions. See “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”
Q: What effect will the merger have on Knight and Swift?
A: At the effective time of the merger, Merger Sub will merge with and into Knight, with Knight becoming a wholly owned subsidiary of the combined company. Following the consummation of the transaction, Knight shares will no longer be listed on the NYSE or any other stock exchange or quotation system, and Knight will cease to be a publicly traded company.

Swift shares, which will be combined company shares as of the consummation of the transaction, will continue to be registered and subject to reporting obligations under the Exchange Act following the consummation of the transaction. In the transaction, Swift will change its name to “Knight-Swift Transportation Holdings Inc.” The combined company shares will continue to be listed on the NYSE and are expected to trade under the symbol “KNX” following the transaction.

Q: Who will serve as the directors and senior officers of the combined company?
A: At the effective time of the merger, the board of directors of the combined company will consist of all of the directors of the Knight board of directors immediately prior to the closing and four of the directors of the Swift board of directors immediately prior to the closing. Jerry Moyes will initially be entitled to designate two directors reasonably acceptable to the board of directors of the combined company, one of

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whom must be independent, with his initial designees being Glenn Brown and Jerry Moyes. The remaining two directors were chosen by the Swift board of directors and will be Richard Dozer and David Vander Ploeg.

As of the closing of the transaction, Kevin Knight will be appointed as Executive Chairman of the board of directors of the combined company and Gary Knight will be appointed as Vice Chairman. The executive team of the combined company will be led by Kevin Knight as Executive Chairman, David Jackson as Chief Executive Officer and Adam Miller as Chief Financial Officer. Jerry Moyes will serve as a non-employee senior advisor to Kevin Knight and Gary Knight.

Q: Who is entitled to vote?
A: Knight:  The Knight board of directors has fixed the close of business on [           ], 2017 as the record date of the Knight special meeting (referred to as the “Knight record date”). If you were a holder of record of Knight shares as of the close of business on [           ], 2017, you are entitled to receive notice of and to vote at the Knight special meeting and any adjournments thereof.

Swift:  The Swift board of directors has fixed the close of business on [           ], 2017 as the record date of the Swift special meeting (referred to as the “Swift record date”). If you were a holder of record of Swift shares as of the close of business on [           ], 2017, you are entitled to receive notice of and to vote at the Swift special meeting and any adjournments thereof.

Q: What are Knight stockholders being asked to vote on?
A: At the Knight special meeting, Knight stockholders will be asked to approve the following items:
1. the Knight Merger Proposal;
2. the Knight Board Classification Proposal;
3. the Knight Stockholder Written Consent Proposal;
4. the Knight Adjournment Proposal; and
5. the Knight Advisory Compensation Proposal.

Approval of the Knight Required Proposals is required for consummation of the transaction. Neither the approval of the Knight Adjournment Proposal nor the approval of the Knight Advisory Compensation Proposal is required for consummation of the transaction.

No other matters are intended to be brought before the Knight special meeting by Knight.

Q: What vote is required to approve each proposal at the Knight special meeting?

A:

1. Knight Merger Proposal:  Approval of the Knight Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding Knight shares. For the Knight Merger Proposal, an abstention or a failure to vote will have the same effect as a vote cast “AGAINST” this proposal.
2. Knight Board Classification Proposal:  Approval of the Knight Board Classification Proposal requires the affirmative vote of the holders of a majority of all votes cast by Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present. For the Knight Board Classification Proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.
3. Knight Stockholder Written Consent Proposal:  Approval of the Knight Stockholder Written Consent Proposal requires the affirmative vote of the holders of a majority of all votes cast by Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present. For the Knight Stockholder Written Consent Proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.

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4. Knight Adjournment Proposal:  Approval of the Knight Adjournment Proposal requires the affirmative vote of the holders of a majority of all votes cast by Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present. For the Knight Adjournment Proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.
5. Knight Advisory Compensation Proposal:  Approval of the Knight advisory compensation proposal requires the affirmative vote of the holders of a majority of all votes cast by Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present. For the Knight Advisory Compensation Proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.
Q: How does the Knight board of directors recommend Knight stockholders vote?
A: The Knight board of directors has determined that the merger agreement and the transaction are advisable, fair to, and in the best interests of, Knight and its stockholders, and has approved and adopted the merger agreement and the transaction. The Knight board of directors therefore unanimously recommends that the Knight stockholders vote their Knight shares:
1. “FOR” the Knight Merger Proposal;
2. “FOR” the Knight Board Classification Proposal;
3. “FOR” the Knight Stockholder Written Consent Proposal;
4. “FOR” the Knight Adjournment Proposal; and
5. “FOR” the Knight Advisory Compensation Proposal.
Q: Are there any risks about the transaction or Swift’s business that Knight stockholders should consider in deciding whether to vote on the Knight Proposals?
A: Yes. Before making any decision on whether and how to vote, Knight stockholders are urged to read carefully and in its entirety the information contained in “Risk Factors” beginning on page 36 of this joint proxy statement/prospectus. Knight stockholders should also read and carefully consider the risk factors of Knight and Swift and the other risk factors that are incorporated by reference into this joint proxy statement/prospectus.
Q: Do any of Knight’s directors or executive officers have interests in the transaction that may be different from, or in addition to, those of Knight stockholders?
A: Yes. Knight’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Knight stockholders. See “The Transaction — Interests of Knight’s Directors and Officers in the Transaction.” The members of the Knight board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the transaction, and in recommending that Knight stockholders approve the Knight Proposals.
Q: What are Swift stockholders being asked to vote on?
A: At the Swift special meeting, Swift stockholders will be asked to approve the following items:
1. the Share Issuance Proposal;
2. five separate proposals to amend and restate Swift’s certificate of incorporation, including:
the Reclassification Proposal;
the Reverse Stock Split Proposal;
the Board Classification Proposal;
the Stockholder Written Consent Proposal; and
the Additional Amendments Proposal; and

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3. the adjournment of the Swift special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Share Issuance Proposal and the Charter Amendment Proposals if there are insufficient votes at the time of such adjournment to approve such proposals.

The approval by Swift stockholders of the Share Issuance Proposal and the Charter Amendment Proposals is a condition to the completion of the transaction. If any of the Share Issuance Proposal or the Charter Amendment Proposals is not approved and the applicable condition in the merger agreement is not waived, the transaction will not be completed.

No other matters are intended to be brought before the Swift special meeting by Swift.

Q: What vote is required to approve each proposal at the Swift special meeting?

A:

1. Share Issuance Proposal:  To be approved, the Share Issuance Proposal requires the affirmative vote of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes), assuming a quorum is present. For the Share Issuance Proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.
2. Charter Amendment Proposals:  Approval of each Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share entitled to one vote per share and each class B share entitled to two votes per share). For each Charter Amendment proposal, an abstention or a failure to vote will have the same effect as a vote cast “AGAINST” such proposal.
3. Swift Adjournment Proposal:  Approval of the Swift Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B shares of Swift entitled to two votes), assuming a quorum is present. For the Swift Adjournment Proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.
Q: How does the Swift board of directors recommend Swift stockholders vote?
A: The Swift board of directors has approved the merger agreement and determined that the merger agreement and the transaction are advisable and in the best interests of Swift and its stockholders. The Swift board of directors recommends that the Swift stockholders vote their Swift shares:
1. “FOR” the Share Issuance Proposal;
2. “FOR” the Reclassification Proposal;
3. “FOR” the Reverse Stock Split Proposal;
4. “FOR” the Board Classification Proposal;
5. “FOR” the Stockholder Written Consent Proposal;
6. “FOR” the Additional Amendments Proposal; and
7. “FOR” the Swift Adjournment Proposal.
Q: Are there any risks about the transaction or Knight’s business that Swift stockholders should consider in deciding whether to vote on the Swift Proposals?
A: Yes. Before making any decision on whether and how to vote, Swift stockholders are urged to read carefully and in its entirety the information contained in “Risk Factors” beginning on page 36 of this

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joint proxy statement/prospectus. Swift stockholders should also read and carefully consider the risk factors of Knight and Swift and the other risk factors that are incorporated by reference into this joint proxy statement/prospectus.
Q: Do any of Swift’s directors or executive officers have interests in the transaction that may be different from, or in addition to, those of Swift stockholders?
A: Yes. Swift’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Swift stockholders. See “The Transaction — Interests of Swift’s Directors and Officers in the Transaction.” The members of the Swift board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the transaction, and in recommending that the Swift stockholders approve the Swift Proposals.
Q: What do I need to do now?
A: After carefully reading and considering the information contained in this joint proxy statement/prospectus, please submit your proxy or voting instruction card for your Knight shares or Swift shares, as applicable, as soon as possible so that your shares will be represented at your respective company’s special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction card provided by your bank, broker or other nominee if your shares are held in “street name” through your bank, broker or other nominee.
Q: How do I vote?
A: If you are a stockholder of record of Knight as of the Knight record date, or a stockholder of record of Swift as of the Swift record date, you may submit your proxy before your respective company’s special meeting in one of the following ways:
1. visit the website shown on your proxy card to submit your proxy via the Internet;
2. call the toll-free number for telephone proxy submission shown on your proxy card; or
3. complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

You may also cast your vote in person at your respective company’s special meeting.

If your shares are held in “street name,” through a bank, broker or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. Please follow the voting instructions provided by your bank, broker or other nominee. “Street name” stockholders who wish to vote in person at the meeting will need to obtain a “legal proxy” from their bank, broker or other nominee.

Q: How many votes do I have?
A: Knight:  You are entitled to one vote for each Knight share that you owned as of the close of business on the Knight record date. As of the close of business on the Knight record date, [    ] Knight shares were outstanding and entitled to vote at the Knight special meeting.

Swift:  You are entitled to one vote for each class A share of Swift and two votes for each class B share of Swift that you owned as of the close of business on the Swift record date. As of the close of business on the Swift record date, [    ] class A shares (representing [    ] votes) and [    ] class B shares (representing [    ] votes) were outstanding and entitled to vote at the Swift special meeting.

Q: Are any Knight stockholders already committed to vote in favor of the Knight Required Proposals? Are any Swift stockholders already committed to vote in favor of the Swift Required Proposals?
A: Knight:  Yes. Gary Knight and The Gary J. Knight Revocable Living Trust dated May 19, 1993, as amended, (collectively referred to as the “Gary Knight Supporting Stockholders”), who collectively hold approximately 6% of the issued and outstanding Knight shares, have entered into a voting and support agreement with Swift (referred to as the “Gary Knight Support Agreement”) and Kevin Knight and The Kevin and Sydney Knight Revocable Living Trust dated March 25, 1994, as amended, (collectively referred to as the “Kevin Knight Supporting Stockholders” and, together with the Gary Knight

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Supporting Stockholders, the “Knight Supporting Stockholders”), who collectively hold approximately 3.4% of the issued and outstanding Knight shares, have entered into a voting and support agreement with Swift (referred to as the “Kevin Knight Support Agreement” and together with the Gary Knight Support Agreement, the “Knight Support Agreements”), in which they have agreed to vote their Knight shares in favor of the Knight Merger Proposal. The Knight Support Agreements were filed as an exhibit to the registration statement to which this joint proxy statement/prospectus relates and are incorporated by reference into this joint proxy statement/prospectus.

Swift:  Yes. Jerry Moyes, Vickie Moyes, the Jerry and Vickie Moyes Family Trust, and two of Mr. and Mrs. Moyes’ adult children (referred to, collectively, as the “Swift Supporting Stockholders”), who collectively hold approximately 55% of the voting power of the outstanding Swift shares, entered into a voting and support agreement with Knight (referred to as the “Swift Support Agreement”), in which they have agreed to vote their Swift shares in favor of the Swift Required Proposals. The Swift Support Agreement was filed as an exhibit to the registration statement to which this joint proxy statement/prospectus relates and is incorporated by reference into this joint proxy statement/prospectus.

Q: What if I sell my Knight shares before the Knight special meeting, or I sell my Swift shares before the Swift special meeting?
A: Knight:  If you transfer your Knight shares after the Knight record date but before the Knight special meeting, you will, unless you provide the transferee of your shares with a proxy, retain your right to vote at the Knight special meeting, but will have transferred the right to receive the merger consideration. In order to receive combined company shares as a result of the transaction, you must hold your Knight shares through the effective time of the merger.

Swift:  If you transfer your Swift shares after the Swift record date but before the Swift special meeting, you will, unless you provide the transferee of your shares with a proxy, retain your right to vote at the Swift special meeting, but will have transferred the right to receive 0.720 of a combined company share (and any cash in lieu of fractional shares) for each Swift share pursuant to the transaction. In order to receive combined company shares as a result of the transaction, you must hold your Swift shares through the effective time of the merger.

Q: Should I send in my Knight stock certificates now?
A: No. To the extent Knight stockholders have certificated shares, such Knight stockholders should keep their existing stock certificates at this time. After the merger is consummated, Knight stockholders will receive from the exchange agent a letter of transmittal and written instructions for exchanging their stock certificates for combined company shares.

The combined company will not issue stock certificates in respect of any combined company shares, except as required by law. Knight stockholders who are entitled to receive the merger consideration will receive combined company shares in book entry form.

Q: Am I required to send in my Swift stock certificates?
A: No. After the consummation of the transaction, stock certificates and book-entry shares that immediately prior to the transaction represented outstanding Swift shares will represent the number of combined company shares that the holders of such shares are entitled to receive with respect to such shares as a result of the transaction.

The combined company will not issue stock certificates in respect of any combined company shares, except as required by law. Combined company shares will be issued in book entry form.

Q: When and where are the Knight special meeting and the Swift special meeting?
A: Knight:  The Knight special meeting will be held at 20002 North 19th Avenue, Phoenix, Arizona 85027, at [    ] (local time), on [           ], 2017.

Swift:  The Swift special meeting will be held at 2200 S. 75th Avenue, Phoenix, Arizona 85043, at [    ] (local time), on [           ], 2017.

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Q: What constitutes a quorum?
A: Knight:  The presence of the holders of Knight shares representing a majority of the voting power of all issued and outstanding Knight shares and entitled to vote at the Knight special meeting, in person or represented by proxy, is necessary to constitute a quorum at the Knight special meeting. Abstentions will be counted as present and entitled to vote for purposes of determining a quorum. Because, as described below, it is expected that all proposals to be voted on at the Knight special meeting will be “non-routine” matters, broker non-votes (which are Knight shares held by banks, brokers or other nominees with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), if any, will not be counted as present and entitled to vote for purposes of determining a quorum.

Swift:  Stockholders who hold a majority of the voting power of the Swift shares issued and outstanding on the record date who are entitled to vote must be present in person or represented by proxy to constitute a quorum at the Swift special meeting. Abstentions will be counted as present and entitled to vote for purposes of determining a quorum. Because, as described below, it is expected that all proposals to be voted on at the Swift special meeting will be “non-routine” matters, broker non-votes (which are Swift shares held by banks, brokers or other nominees with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), if any, will not be counted as present and entitled to vote for purposes of determining a quorum.

Q: If my shares are held in “street name” by a bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?
A: If your shares are held in “street name” in a stock brokerage account or by a bank or other nominee, you must provide your bank, broker, or other nominee with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Knight or Swift or by voting in person at your respective company’s special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. Brokers are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Knight special meeting and the Swift special meeting will be “non-routine” matters.

If you are a Knight stockholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

your bank, broker or other nominee may not vote your shares on the Knight Merger Proposal, which will have the same effect as a vote “AGAINST” these proposals;
your bank, broker or other nominee may not vote your shares on the Knight Charter Amendment Proposals, the Knight Adjournment Proposal or the Knight Advisory Compensation Proposal, which will have no effect on the vote counts for these proposals; and
your shares will not be counted towards determining whether a quorum is present.

If you are a Swift stockholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

your bank, broker or other nominee may not vote your shares on the Charter Amendment Proposals, which will have the same effect as a vote “AGAINST” these proposals;

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your bank, broker or other nominee may not vote your shares on the Share Issuance Proposal or the Swift Adjournment Proposal, which will have no effect on the vote counts for these proposals; and
your shares will not be counted towards determining whether a quorum is present.
Q: What if I do not vote?
A: If you are a Knight stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote on the Knight Merger Proposal or you respond with an “abstain” vote on the Knight Required Proposals, this will have the same effect as a vote cast “AGAINST” the Knight Merger Proposal.

If you are a Knight stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote, or if you respond with an “abstain” vote, on any of the Knight Proposals (other than the Knight Merger Proposal), this will have no effect on the vote count for such proposals.

If you fail to vote, fail to submit a proxy or fail to properly instruct your bank, broker or other nominee how to vote with respect to any of the Knight Proposals, your shares will not count towards determining whether a quorum is present. However, if you respond with an “abstain” vote on any of the Knight Proposals, or vote on one or more of the Knight Proposals, your shares will count towards determining whether a quorum is present.

If you are a Swift stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote on or you respond with an “abstain” vote on any Charter Amendment Proposal, this will have the same effect as a vote cast “AGAINST” such Charter Amendment Proposal.

If you are a Swift stockholder and you fail to vote, fail to submit a proxy or fail to properly instruct your bank, broker or other nominee how to vote, or if you respond with an “abstain” vote, on any of the Swift Proposals (other than the Charter Amendment Proposals), this will have no effect on the vote count for such proposals.

If you fail to vote, fail to submit a proxy or fail to properly instruct your bank, broker or other nominee how to vote with respect to any of the Swift Proposals, your shares will not count towards determining whether a quorum is present. However, if you respond with an “abstain” vote on any of the Swift Proposals, your shares will count towards determining whether a quorum is present.

An abstention occurs when a stockholder attends the applicable meeting in person and does not vote or returns a proxy or voting instruction card with an “abstain” vote.

Please note that if you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal (and you do not change your vote after delivering your proxy or voting instruction card), the Knight shares represented by your proxy will be voted “FOR” each Knight Proposal in accordance with the recommendation of the Knight board of directors or the Swift shares represented by your proxy will be voted “FOR” each Swift Proposal in accordance with the recommendation of the Swift board of directors. See the Q&A below entitled “May I change my vote after I have delivered my proxy or voting instruction card?” for further information on how to change your vote.

Your vote is very important.  Whether or not you plan to attend the Knight special meeting or the Swift special meeting as applicable, please promptly complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet.

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Q: May I change my vote after I have delivered my proxy or voting instruction card?
A: Knight:  As a Knight stockholder, you may change your vote or revoke a proxy at any time before your proxy is voted at the Knight special meeting. If you are a Knight stockholder of record, you can do this by:
sending a written notice of revocation that is received by Knight prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting, stating that you would like to revoke your proxy, to:

Secretary
Knight Transportation, Inc.
20002 North 19th Avenue
Phoenix, Arizona 85027

submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by Knight prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting; or
attending the Knight special meeting and voting in person.

Attending the Knight special meeting will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail. If you wish to change your vote at the Knight special meeting, you must vote by ballot at such meeting to change your vote.

If you are a Knight stockholder whose shares are held in “street name” by a bank, broker or other nominee, you may revoke your proxy and vote your shares in person at the Knight special meeting only in accordance with applicable rules and procedures as employed by such bank, broker or other nominee. If your shares are held in an account at a bank, broker or other nominee, you should contact your bank, broker or other nominee to change your vote.

Swift:  As a Swift stockholder, you may change your vote or revoke a proxy at any time before your proxy is voted at the Swift special meeting. If you are a Swift stockholder of record, you can do this by:

sending a written notice of revocation that is received by Swift prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Swift special meeting, stating that you would like to revoke your proxy, to:

Corporate Secretary, Executive Vice President and General Counsel
Swift Transportation Company
2200 South 75th Avenue
Phoenix, Arizona 85043

submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by Swift prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Swift special meeting; or
attending the Swift special meeting and voting in person.

Attending the Swift special meeting will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail. If you wish to change your vote at the Swift special meeting, you must vote by ballot at such meeting to change your vote.

If you are a Swift stockholder whose shares are held in “street name” by a bank, broker or other nominee, you may revoke your proxy and vote your shares in person at the Swift special meeting only in accordance with applicable rules and procedures as employed by such bank, broker or other nominee. If your shares are held in an account at a bank, broker or other nominee, you should contact your bank, broker or other nominee to change your vote.

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Q: What should I do if I receive more than one set of voting materials?
A: Knight and Swift stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold Knight shares or Swift shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Knight shares or Swift shares and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Knight shares and Swift shares, you will receive one or more separate proxy cards or voting instruction cards for each company. Therefore, if you are a record holder, please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every Knight share and/or every Swift share that you own.
Q: Where can I find the voting results of the Knight special meeting and the Swift special meeting?
A: Preliminary voting results are expected to be announced at the Knight special meeting and the Swift special meeting and may be set forth in a press release of Knight or Swift after the Knight special meeting and the Swift special meeting, respectively. Final voting results for the Knight special meeting and the Swift special meeting are expected to be published in Current Reports on Form 8-K to be filed by Knight and Swift with the SEC within four business days after the Knight special meeting and the Swift special meeting, as applicable.
Q: Are Knight stockholders entitled to dissenters’ rights?
A: No. Under Arizona law, Knight stockholders will not be entitled to exercise any dissenters’ rights in connection with the transaction.
Q: Are Swift stockholders entitled to appraisal rights?
A: No. Swift stockholders are not entitled to appraisal rights under Delaware law in connection with the transaction.
Q: What are the material U.S. federal income tax consequences of the Reverse Stock Split to U.S. Holders of Swift shares?
A: A U.S. Holder (as defined under “Material U.S. Federal Income Tax Consequences”) of Swift shares generally will not recognize gain or loss upon the Reverse Stock Split, except with respect to cash received in lieu of a fractional Swift share. A U.S. Holder’s aggregate tax basis in the Swift shares received pursuant to the Reverse Stock Split will equal the aggregate tax basis of the Swift shares surrendered (excluding any portion of such basis that is allocated to a fractional Swift share), and such U.S. Holder’s holding period in the Swift shares received will include the holding period in the Swift shares surrendered.

Please review the information set forth in the section entitled “Material U.S. Federal Income Tax Consequences” for a more complete description of the material U.S. federal income tax consequences of the Reverse Stock Split. The tax consequences to you of the Reverse Stock Split will depend on your particular facts and circumstances. Please consult your own tax advisors as to the specific tax consequences to you of the Reverse Stock Split.

Q: What are the material U.S. federal income tax consequences of the merger to U.S. Holders of Knight shares?
A: Swift and Knight intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (referred to as the “Code”). It is a condition to Swift’s obligation to complete the merger that Swift receive an opinion from Kirkland & Ellis LLP (referred to as “Kirkland”), to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to Knight’s obligation to complete the merger that Knight receive an opinion from Fried, Frank, Harris, Shriver & Jacobson LLP (referred to as “Fried Frank”), to the effect that the merger will qualify as a “reorganization” within the

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meaning of Section 368(a) of the Code. Accordingly, U.S. Holders of Knight shares generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Knight shares for combined company shares in the merger.

Please review the information set forth in the section entitled “Material U.S. Federal Income Tax Consequences” for a more complete description of the material U.S. federal income tax consequences of the merger. The tax consequences to you of the merger will depend on your particular facts and circumstances. Please consult your own tax advisors as to the specific tax consequences to you of the merger.

Q: What happens if the trading price of Knight shares or class A shares of Swift changes before the closing of the transaction?
A: No change will be made to the merger exchange ratio or the share consolidation ratio if the trading price of Knight shares or class A shares of Swift changes before the closing of the transaction. Accordingly, the exact value of the combined company shares to be received by the Knight stockholders and the Swift stockholders in the transaction will depend in part on the trading prices of Knight shares and class A shares of Swift at the closing of the transaction.
Q: What happens if the transaction is not consummated?
A: If the transaction is not consummated, class B shares of Swift will not be subject to the Swift Share Reclassification, Swift shares will not be subject to the Reverse Stock Split and Knight stockholders will not receive the merger consideration for their Knight shares. Instead, Swift and Knight will remain independent public companies and the Knight shares and the class A shares of Swift will continue to be listed and traded on the NYSE. Under specified circumstances, Knight or Swift may be required to pay to, or be entitled to receive from, the other party a fee or reimbursement of expenses with respect to the termination of the merger agreement, as described under “The Transaction Agreements — Description of the Merger Agreement — Termination Fees and Expenses.”
Q: Do I need identification to attend the Knight special meeting or Swift special meeting in person?
A: Yes. Please bring proper identification, together with proof that you are a record owner of Knight shares or Swift shares. If your shares are held in “street name,” please bring acceptable proof of ownership, such as a letter from your broker or an account statement stating or showing that you beneficially owned Knight shares or Swift shares, as applicable, on the applicable record date.
Q: Whom should I contact if I have any questions about the proxy materials or voting?
A: If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should, if you are a Knight stockholder, contact Knight’s proxy solicitation agent and, if you are a Swift stockholder, contact Swift’s proxy solicitation agent.

Knight stockholders should contact Okapi Partners LLC, the proxy solicitation agent for Knight, at 1212 Avenue of the Americas, 24th Floor, New York, New York 10036. Knight stockholders may call Okapi Partners LLC toll-free at (888) 785-6617.

Swift stockholders should contact Innisfree M&A Incorporated, the proxy solicitation agent for Swift, at 501 Madison Avenue, 20th Floor, New York, New York 10022. Swift stockholders may call Innisfree M&A Incorporated collect at (212) 750-5833 or toll-free at (888) 750-5834.

Q: Where can I find more information about Knight and Swift?
A: You can find more information about Knight and Swift from the various sources described under “Where You Can Find More Information.”

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SUMMARY

This summary highlights selected information included in this joint proxy statement/prospectus. You should read carefully this entire joint proxy statement/prospectus and its annexes and exhibits and the other documents referred to in this joint proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information about Knight and Swift is also contained in the annexes and exhibits to, and the documents incorporated by reference into, this joint proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see “Where You Can Find More Information.” Certain items in this summary include a page reference directing you to a more complete description of that item.

Parties to the Transaction

Knight Transportation, Inc.

Knight Transportation, Inc. is a provider of multiple truckload transportation and logistics services using a nationwide network of business units and service centers in the United States to serve customers throughout North America. In addition to operating one of the largest tractor fleets in the United States, Knight also contracts with third-party equipment providers to provide a broad range of truckload services to its customers while creating quality driving jobs for Knight’s driving associates and successful business opportunities for independent contractors.

The principal executive offices of Knight are located at 20002 North 19th Avenue, Phoenix, Arizona 85027; its telephone number is (800) 489-2000; and its website is www.knighttrans.com. Information on this Internet web site is not incorporated by reference into or otherwise part of this joint proxy statement/prospectus.

This joint proxy statement/prospectus incorporates important business and financial information about Knight from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a list of the documents that are incorporated by reference, see “Incorporation of Certain Documents by Reference.”

Swift Transportation Company

Swift Transportation Company originated in Phoenix, Arizona, and operates a tractor fleet of approximately 18,000 units driven by company and owner-operator drivers. Swift operates more than 40 major terminals positioned near major freight centers and traffic lanes in the United States and Mexico. Swift offers customers the opportunity for “one-stop shopping” for their truckload transportation needs through a broad spectrum of services and equipment. Swift’s extensive suite of services includes general, dedicated and cross-border U.S./Mexico/Canada service, temperature-controlled, flatbed and specialized trailers, in addition to rail intermodal and non-asset based freight brokerage and logistics management services, making it an attractive choice for a broad array of customers.

The principal executive offices of Swift are located at 2200 S. 75th Avenue, Phoenix, Arizona 85043; its telephone number is (800) 800-2200; and its website is www.swifttrans.com. Information on this Internet web site is not incorporated by reference into or otherwise part of this joint proxy statement/prospectus.

This joint proxy statement/prospectus incorporates important business and financial information about Swift from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a list of the documents that are incorporated by reference, see “Incorporation of Certain Documents by Reference.”

Bishop Merger Sub, Inc.

Bishop Merger Sub, Inc. was incorporated in the State of Arizona on April 7, 2017, and is a direct wholly owned subsidiary of Swift. Merger Sub was formed solely for the purpose of completing the merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transaction.

The principal executive offices of Merger Sub are located at 2200 S. 75th Avenue, Phoenix, Arizona 85043; and its telephone number is (800) 800-2200.

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The Transaction (See Page 61)

The terms and conditions of the transaction are contained in the merger agreement which is attached to this joint proxy statement/prospectus as Annex A. You should read the merger agreement carefully, as it is the legal document that governs the transaction.

Transaction Structure

Under the terms of the merger agreement, the businesses of Knight and Swift will be operated under a single holding company, the combined company.

The transaction will be implemented through several steps that will occur in immediate succession.

First, Swift’s certificate of incorporation will be amended. As a result of this amendment, all of the outstanding class B shares of Swift (each of which is currently entitled to two votes) will convert into an equal number of class A shares of Swift (each of which is currently entitled to one vote) and immediately afterwards each outstanding class A share of Swift (including those class A shares into which the class B shares were converted) will be combined by means of a reverse stock split into 0.720 of a class A share of Swift. As part of the amendment to its certificate of incorporation, Swift will change its name to “Knight-Swift Transportation Holdings Inc.”, which will be the name of the combined company.

Immediately after the amendment to Swift’s certificate of incorporation, Merger Sub will merge with and into Knight, with Knight becoming a wholly owned subsidiary of the combined company. In the merger, each Knight share issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one combined company share.

After consummation of the transaction, Knight and Swift stockholders are expected to own approximately 46% and 54%, respectively, of the outstanding combined company shares. Knight shares currently trade on the NYSE under the symbol “KNX,” and class A shares of Swift currently trade on the NYSE under the symbol “SWFT.” Following the merger, there will be one class of combined company shares outstanding, which will be listed on the NYSE and is expected to trade under the symbol “KNX.”

Treatment of Knight Equity-Based Awards (See Page 130)

At the effective time of the merger, upon the terms and subject to the conditions of the merger agreement, outstanding Knight equity awards will be treated as follows:

Knight Stock Options.  Each Knight stock option, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the effective time of the merger will be assumed by the combined company and shall be automatically converted into an option to acquire the number of combined company shares equal to the number of Knight shares subject to such Knight stock options as of immediately prior to the effective time of the merger, with the exercise price per combined company share being equal to the exercise price per Knight share currently underlying Knight stock options. All other terms and conditions of the stock options shall remain the same.
Knight Restricted Stock Awards.  Each award of Knight restricted stock that is outstanding as of immediately prior to the effective time of the merger shall be assumed by the combined company and shall be automatically converted into a restricted stock award of combined company shares equal to the number of Knight shares subject to such Knight restricted stock award as of immediately prior to the effective time of the merger and all other terms and conditions of the restricted stock award shall remain the same.
Knight Restricted Stock Unit Awards.  Each restricted stock unit award, whether vested or unvested, that corresponds to a number of Knight shares that is outstanding as of immediately prior to the effective time of the merger, shall be assumed by the combined company and shall be automatically converted into a restricted stock unit award of combined company shares equal to the number of Knight shares subject to such award as of immediately prior to the effective time of the merger and all other terms and conditions of the restricted stock unit award shall remain the same.

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Knight Performance Unit Awards.  Each performance unit award, whether vested or unvested, that is outstanding as of immediately prior to the effective time of the merger shall be assumed by the combined company and shall be automatically converted into a performance unit award of combined company shares equal to the number of Knight shares subject to such award as of immediately prior to the effective time of the merger and all other terms and conditions of the performance unit award shall remain the same. Under the existing terms of the Knight performance unit awards, the performance unit awards will vest upon the consummation of the transaction. The final number of shares that vest pursuant to the performance unit awards will be determined based on Knight’s performance through the end of the calendar year during which the closing occurs, and the total shareholder return of our peer group of truckload carriers and logistics companies used for the grant, as of the closing date of the transaction.

Treatment of Swift Equity-Based Awards (See Page 130)

Except with respect to grants of new equity awards following the date of the merger agreement, pursuant to the terms and conditions of the award agreements governing the Swift stock options, Swift restricted stock awards, Swift restricted stock units and Swift performance share units, any unvested awards will vest (or restrictions will lapse, as applicable) in connection with the consummation of the transaction, effective on the closing of the merger:

Swift Stock Options.  At the effective time of the Reverse Stock Split (referred to as the “Reverse Split Time”), each outstanding vested and unvested Swift stock option shall be adjusted to be a Swift stock option to acquire (i) that number of whole Swift shares (rounded down to the nearest whole share) equal to the product obtained by multiplying (A) the number of Swift shares subject to such Swift stock option as of the immediately prior to the Reverse Split Time by (B) the share consolidation ratio, (ii) at an exercise price per Swift share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per Swift share of such Swift stock option by (B) the share consolidation ratio.
Swift Restricted Stock Awards.  At the Reverse Split Time, each award of Swift shares subject to vesting, repurchase or other lapse restriction granted under a Swift plan and that will not by its terms vest as of the effective time of the merger, shall be adjusted to correspond to a number of Swift shares (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of Swift shares subject to such Swift award as of immediately prior to the Reverse Split Time by (ii) the share consolidation ratio. As of the effective time of the merger, by virtue of the merger and without any action on the part of the holders thereof, each Swift award that is outstanding as of immediately prior to the effective time of the merger (taking into account any accelerated vesting thereof as a result of the transaction) and that vests by its terms as of the effective time of the merger or that is otherwise vested shall entitle the holder thereof to a number of shares of Swift common stock (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Swift shares that such holder is entitled to receive upon vesting under the terms of such Swift award as of immediately prior to the Reverse Split Time (without giving effect to the Reverse Stock Split) by (y) the share consolidation ratio (it being understood that any Swift award subject to the adjustment contemplated by this sentence shall not be subject to the adjustment contemplated by the prior sentence).
Swift Restricted Stock Units.  At the Reverse Split Time, each unvested Swift restricted stock unit that is outstanding as of immediately prior to the Reverse Split Time and that will not by its terms vest as of the effective time of the merger, shall be adjusted to correspond to a number of Swift shares (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of Swift shares subject to such Swift restricted stock unit as of immediately prior to the Reverse Split Time by (ii) the share consolidation ratio. As of the effective time of the merger, by virtue of the merger and without any action on the part of the holders thereof, each Swift restricted stock unit that is outstanding as of immediately prior to the effective time of the merger (taking into account any accelerated vesting thereof as a result of the transaction) and that vests by its terms as of the effective time of the merger or that is otherwise vested shall entitle the holder thereof to a number of Swift shares (rounded to the nearest whole share) equal to the product obtained by

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multiplying (x) the number of Swift shares that such holder is entitled to receive upon vesting under the terms of such Swift restricted stock unit as of immediately prior to the Reverse Split Time (without giving effect to the Reverse Stock Split) by (y) the share consolidation ratio (it being understood that any Swift restricted stock unit subject to the adjustment contemplated by this sentence shall not be subject to the adjustment contemplated by the prior sentence).
Swift Performance Share Units.  At the Reverse Split Time, each unvested Swift performance share unit that is outstanding as of immediately prior to the Reverse Split Time and that will not by its terms vest as of the effective time of the merger, shall be adjusted to correspond to a number of Swift shares (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of Swift shares subject to such Swift performance share unit as of immediately prior to the Reverse Split Time by (ii) the share consolidation ratio. As of the effective time of the merger, by virtue of the merger and without any action on the part of the holders thereof, each Swift performance share unit that is outstanding as of immediately prior to the effective time of the merger (taking into account any accelerated vesting thereof as a result of the transaction) and that vests by its terms as of the effective time of the merger or that is otherwise vested shall entitle the holder thereof to a number of Swift shares (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Swift shares that such holder is entitled to receive upon vesting under the terms of such Swift performance share unit as of immediately prior to the Reverse Split Time (without giving effect to the Reverse Stock Split) by (y) the share consolidation ratio (it being understood that any Swift performance share unit subject to the adjustment contemplated by this sentence shall not be subject to the adjustment contemplated by the prior sentence).

Board and Management of the Combined Company after the Transaction (See Page 111)

Upon the closing of the transaction, the board of directors of the combined company will consist of all of the directors of the Knight board of directors immediately prior to the closing and four of the directors of the Swift board of directors. Pursuant to the stockholders agreement entered into between Swift and the Swift Supporting Stockholders on April 9, 2017, in connection with the execution of the merger agreement, Jerry Moyes will initially be entitled to designate two directors reasonably acceptable to the combined company board of directors, one of whom must be independent, with his initial designees being Glenn Brown and Jerry Moyes (see “ Key Terms of the Transaction Agreements — Stockholders Agreements”). The remaining two directors were chosen by the Swift board of directors and will be Richard Dozer and David Vander Ploeg.

Upon the closing of the transaction, Kevin Knight will be appointed as Executive Chairman of the board of directors of the combined company and Gary Knight will be appointed as Vice Chairman. The executive team of the combined company will be led by Kevin Knight as Executive Chairman, David Jackson as Chief Executive Officer and Adam Miller as Chief Financial Officer. Jerry Moyes will serve as a non-employee senior advisor to Kevin Knight and Gary Knight.

Knight’s Reasons for the Transaction; Recommendation of the Knight Board of Directors (See Page 72)

At a meeting held on April 9, 2017, the Knight board of directors, by a unanimous vote of all directors, determined that the merger agreement and the transaction were advisable, fair to and in the best interests of Knight and its stockholders, and approved the merger agreement and the transaction. The Knight board of directors unanimously recommends that the Knight stockholders vote “FOR” each of the resolutions to be considered at the Knight Special Meeting and described in this joint proxy statement/prospectus, including the Knight Required Proposals.

The Knight board of directors considered a number of factors in making its determination that the merger agreement and the transaction are advisable, fair to and in the best interests of Knight and its stockholders. For a more complete discussion of these factors, see “The Transaction — Knight’s Reasons for the Transaction; Recommendation of the Knight Board of Directors.”

Swift’s Reasons for the Transaction; Recommendation of the Swift Board of Directors (See Page 75)

After careful consideration, the Swift board of directors, by a unanimous vote of all directors, at a meeting held on April 9, 2017, approved the merger agreement and the transaction, including the Swift share

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issuance and the Swift charter amendment, and declared the merger agreement and the transaction, including the Swift share issuance and the Swift charter amendment, to be advisable and in the best interests of Swift and its stockholders.

The Swift board of directors unanimously recommends to Swift’s stockholders that they vote “FOR” the Share Issuance Proposal, “FOR” each of the Charter Amendment Proposals and “FOR” the Swift Adjournment Proposal.

For the factors considered by the Swift board of directors in reaching its decision to approve the merger agreement and the transaction, including the Share Issuance Proposal and the Charter Amendment Proposals, and to make the foregoing recommendations, see “The Transaction — Swift’s Reasons for the Transaction; Recommendations of the Swift Board of Directors.”

Opinion of Knight’s Financial Advisor (See Page 79)

Knight has retained Evercore Group L.L.C. (referred to as “Evercore”) to act as its financial advisor in connection with the transaction. On April 9, 2017, Evercore delivered to the Knight board of directors its oral opinion, subsequently confirmed by its delivery of a written opinion dated as of such date, that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and other matters set forth in its opinion, the merger consideration was fair, from a financial point of view, to the Knight stockholders entitled to receive such merger consideration pursuant to the merger agreement.

The full text of Evercore’s written opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Evercore in delivering its opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference in its entirety. The description of Evercore’s written opinion set forth in this joint proxy statement/prospectus under the caption “The Transaction — Opinion of Knight’s Financial Advisor” is qualified in its entirety by reference to the full text of such written opinion. Evercore’s opinion should not be construed as creating any fiduciary duty on Evercore’s part to any party, and such opinion is not intended to be, and does not constitute, a recommendation to the Knight board of directors or to any other person in respect of the transaction, including as to how any Knight stockholder should vote or act in respect of the transaction. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Knight board of directors, and was delivered to the Knight board of directors in connection with its evaluation of the fairness, from a financial point of view, of the merger consideration to the Knight stockholders entitled to receive such merger consideration pursuant to the merger agreement. The opinion did not address any other aspects or implications of the transaction. Evercore’s opinion necessarily was based upon information made available to Evercore as of April 9, 2017 and financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and could be evaluated on such date. Evercore undertook no obligation, and is under no obligation, to update, revise or reaffirm its opinion based on subsequent developments.

Opinion of Swift’s Financial Advisor (See Page 96)

In connection with the transaction, at the meeting of the Swift board of directors on April 9, 2017, Morgan Stanley & Co. LLC (referred to as “Morgan Stanley”), rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion, to the Swift board of directors to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the merger consideration to be paid by Swift pursuant to the merger agreement was fair, from a financial point of view, to Swift.

The full text of Morgan Stanley’s written opinion to the Swift board of directors, dated April 9, 2017, is attached to this joint proxy statement/prospectus as Annex D and is incorporated by reference in this joint proxy statement/prospectus in its entirety. Holders of Swift shares should read the opinion carefully and in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review

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undertaken by Morgan Stanley in rendering its opinion. Morgan Stanley’s opinion was directed to the Swift board of directors and addressed only the fairness, from a financial point of view, as of the date of the opinion, to Swift of the merger consideration to be paid by Swift pursuant to the merger agreement. Morgan Stanley’s opinion did not address any other aspects of the transaction, including the merger, and did not address the prices at which combined company shares would trade following completion of the merger or at any time. Morgan Stanley’s opinion did not and does not constitute a recommendation as to how any holder of Swift shares or Knight shares should vote at the stockholders’ meetings to be held in connection with the transaction. The summary of Morgan Stanley’s opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion, which is attached as Annex D to this joint proxy statement/prospectus.

Key Terms of the Transaction Agreements (See Page 127)

Agreement and Plan of Merger

Conditions to the Closing of the Transaction (See Page 132)

As more fully described in this joint proxy statement/prospectus and as set forth in the merger agreement, the closing of the transaction depends on a number of conditions being satisfied or waived. These conditions include:

receipt of Swift stockholder approval of the Swift Required Proposals;
receipt of Knight stockholder approval of the Knight Required Proposals;
the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated by the U.S. Federal Trade Commission (referred to as the “FTC”) thereunder (referred to as the “HSR Act”), which was satisfied on May 1, 2017;
receipt of any required approval under the Federal Economic Competition Law of Mexico;
the absence of any temporary restraining order, injunction or other judgment, order or decree issued by any governmental entity or other legal restraint or prohibition preventing the consummation of the transaction;
the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, registering the combined company shares to be issued to the Knight stockholders in the merger;
the listing on the NYSE of the combined company shares to be issued to the Knight stockholders in the merger, subject to official notice of issuance;
the accuracy of each party’s representations and warranties in the merger agreement (generally subject to a material adverse effect standard);
the performance in all material respects by each party of all obligations required to be performed by it under the merger agreement;
no material adverse effect with respect to the other party has occurred since the date of the merger agreement;
receipt by Swift of an officer’s certificate from Knight, and Knight of an officer’s certificate from Swift, certifying the accuracy of the respective party’s representations and warranties in the merger agreement (generally subject to a material adverse effect standard), the respective party’s performance in all material respects of its obligations under the merger agreement, and the absence of a material adverse effect; and
receipt by Swift of an opinion from Kirkland, and Knight of an opinion from Fried Frank, each to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

If permitted under applicable law, either of Knight or Swift may waive a condition for its own respective benefit and consummate the transaction even though one or more of these conditions has not been satisfied. Knight and Swift cannot be certain when, or if, the conditions to the merger agreement will be satisfied or waived, or when or whether the transaction will be completed.

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No Solicitation (See Page 141)

As more fully described in this joint proxy statement/prospectus and as set forth in the merger agreement, Knight and Swift have agreed, among other things:

not to solicit, initiate or knowingly encourage, induce or facilitate alternative acquisition proposals or any inquiry, proposal or offer that may be reasonably expected to lead to an alternative acquisition proposal from third parties;
not to furnish nonpublic information regarding itself or afford access to its business, properties, assets, books or records to, or otherwise cooperate in any way with, any third party that has made or is reasonably expected to make an alternative acquisition proposal; and
subject to certain exceptions, not to engage in any discussions or negotiations with any third parties regarding alternative acquisition proposals.

Prior to the time, in the case of Knight, that Knight receives stockholder approval of the Knight Required Proposals, or, in the case of Swift, that Swift receives stockholder approval of the Swift Required Proposals:

upon receipt by a party of an unsolicited acquisition proposal made after the date of the merger agreement, if such party’s board of directors determines that such acquisition proposal constitutes a superior proposal or is reasonably likely to lead to a superior proposal and that the failure to take certain actions would be inconsistent with its fiduciary duties to its stockholders under applicable law, such party may, subject to specified conditions and requirements, furnish nonpublic information to the person making the proposal and participate in discussions or negotiations with such person;
a party may, subject to compliance with certain obligations set forth in the merger agreement, including the payment of a termination fee to the other party, terminate the merger agreement to enter into a definitive agreement providing for a superior proposal in accordance with the merger agreement, subject to delivering the other party three business days’ notice and negotiating in good faith with the other party during such period to make changes to the merger agreement so that such superior proposal is no longer superior or, in the case of an intervening event, a change in the recommendation is no longer necessary; and
the board of directors of either party may change its recommendation to its stockholders in response to an intervening event or a superior proposal if such board of directors determines that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to its stockholders under applicable law, subject in each case to delivering the other party three business days’ notice and negotiating in good faith with the other party during such period to make changes to the merger agreement so that, in the case of a superior proposal, such superior proposal is no longer superior or, in the case of an intervening event, a change in the recommendation is no longer necessary.

Subject to the parties’ rights to terminate the merger agreement, each party has agreed to submit the transaction in the manner described in this joint proxy statement/prospectus to a vote of its stockholders for approval notwithstanding any change in recommendation by its board of directors.

Termination of the Merger Agreement (See Page 147)

The merger agreement may be terminated at any time prior to the closing in any of the following ways:

by mutual consent of Knight and Swift;
by either Knight or Swift:
º if the transaction has not been consummated on or before the “outside date,” which is January 18, 2018;

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º if any court of competent jurisdiction or other governmental entity shall have issued a final and nonappealable judgment, order, injunction, rule, law or decree, or taken any action, restraining, enjoining or otherwise prohibiting any of the Swift charter amendment, the Swift share issuance or the merger;
º if, after completion of the Knight special meeting (including any adjournment or postponement thereof), the Knight stockholders have not approved the Knight Required Proposals;
º if, after completion of the Swift special meeting (including any adjournment or postponement thereof), the Swift stockholders have not approved the Swift Required Proposals; or
º if there has been an uncured breach by the other party of any of the representations and warranties or covenants of the other party in the merger agreement and as a result of such breach the related closing conditions cannot be satisfied and such breach cannot be cured by or has not been cured by the earlier of (x) the outside date and (y) 30 days following notice of such breach;
by Knight:
º if the Swift board of directors has made a change of recommendation in favor of the transaction; or
º prior to the approval of the Knight Required Proposals by Knight’s stockholders, if the Knight board of directors determines to enter into a definitive agreement providing for a superior proposal, so long as Knight complies with certain notice and other requirements set forth in the merger agreement, including the payment of the termination fee;
by Swift:
º if the Knight board of directors has made a change of recommendation in favor of the transaction; or
º prior to the approval of the Swift Required Proposals by Swift’s stockholders, if the Swift board of directors determines to enter into a definitive agreement providing for a superior proposal, so long as Swift complies with certain notice and other requirements set forth in the merger agreement, including the payment of the termination fee.

Termination Fee (See Page 148)

The merger agreement provides for certain termination rights for both Knight and Swift. Upon termination of the merger agreement under certain specified circumstances, Swift may be required to pay Knight a termination fee of $89.1 million and Knight may be required to pay Swift a termination fee of $75.3 million. In addition, if the merger agreement is terminated because of a failure of either Knight’s or Swift’s stockholders to approve the transaction, such party may be required to reimburse the other party for expenses incurred in connection with the merger agreement, in an amount not to exceed $10 million.

Knight would be required to pay Swift a $75.3 million termination fee if:

prior to the approval of the Knight Merger Proposal by Knight’s stockholders, Knight terminates the merger agreement to enter into a definitive agreement to accept a superior proposal;
Knight’s board of directors changes its recommendation in favor of the transaction; and as a result, Swift terminates the merger agreement;
Knight consummates an alternative business combination transaction within one year after termination of the merger agreement or enters into an agreement for such a transaction within one year after termination of the merger agreement; and
º an acquisition proposal in respect of Knight is made directly to Knight’s stockholders, Knight or the Knight board of directors or is otherwise publicly disclosed (and not withdrawn) at or prior to Knight’s special meeting and the merger agreement is terminated due to the failure of Knight’s stockholders to approve the Knight proposal; or

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º the merger agreement is terminated by Swift due to an uncured breach by Knight of any of its representations and warranties or covenants in the merger agreement and as a result of such breach the related closing conditions cannot be satisfied, and such breach cannot be cured by the earlier of (x) the outside date and (y) 30 days following notice of such breach and an acquisition proposal in respect of Knight is made directly to Knight’s stockholders, Knight or the Knight board of directors or is otherwise publicly disclosed (and not withdrawn) prior to such termination.

The merger agreement also requires Knight to reimburse Swift for expenses in an aggregate amount not to exceed $10 million if Swift terminates the merger agreement because, after completion of the Knight special meeting (including any adjournment or postponement thereof), the Knight stockholders have not approved the Knight Merger Proposal.

Swift would be required to pay Knight an $89.1 million termination fee if:

prior to the approval of the Swift Required Proposals by Swift stockholders, Swift terminates the merger agreement to enter into a definitive agreement to accept a superior proposal;
Swift’s board of directors changes its recommendation in favor of the transaction; and as a result, Knight terminates the merger agreement;
Swift consummates an alternative business combination transaction within one year after termination of the merger agreement or enters into an agreement for such a transaction within one year after termination of the merger agreement; and
º an acquisition proposal in respect of Swift is made directly to Swift’s stockholders, Swift or the Swift board of directors or is otherwise publicly disclosed (and not withdrawn) at or prior to Swift’s special meeting and the merger agreement is terminated due to the failure of Swift’s stockholders to approve the Swift Required Proposals; or
º the merger agreement is terminated by Knight due to an uncured breach by Swift of any of its representations and warranties or covenants in the merger agreement and as a result of such breach the related closing conditions cannot be satisfied, and such breach cannot be cured by the earlier of (x) the outside date and (y) 30 days following notice of such breach and an acquisition proposal in respect of Swift is made directly to Swift’s stockholders, Swift or the Swift board of directors or is otherwise publicly disclosed (and not withdrawn) prior to such termination.

The merger agreement also requires Swift to reimburse Knight for expenses in an aggregate amount not to exceed $10 million if Knight terminates the merger agreement because, after completion of the Swift special meeting (including any adjournment or postponement thereof), the Swift stockholders have not approved the Swift Required Proposals.

Listing of Combined Company Shares (Page 123)

Pursuant to the merger agreement, Swift has agreed to use its reasonable best efforts to cause the combined company shares to be issued in the merger to be approved for listing on the NYSE, subject to official notice of issuance, prior to the effective time of the merger. It is expected that, following the merger, the combined company shares will be listed on the NYSE and trade under the symbol “KNX.”

Delisting and Deregistration of Knight Shares (Page 123)

Following the merger, Knight shares will be delisted from the NYSE, deregistered under the Exchange Act and cease to be publicly traded.

Support Agreements

On April 9, 2017, the Swift Supporting Stockholders, who collectively hold approximately 55% of the voting power of the outstanding Swift shares, entered into the Swift Support Agreement with Knight. The Swift Support Agreement requires that the Swift Supporting Stockholders vote their Swift shares to approve the transaction and take certain other actions in furtherance of the transaction, including voting the Swift

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shares such parties then hold against an alternative acquisition proposal. The Swift Support Agreement and the obligations thereunder terminate upon a termination of the merger agreement, including in the event the board of directors of Swift elects to terminate the merger agreement to pursue an unsolicited superior proposal or if Knight elects to terminate the merger agreement after the board of directors of Swift changes its recommendation in respect of the transaction. The Swift Support Agreement and the obligations thereunder may also terminate if Swift does not obtain Jerry Moyes’ written consent prior to certain amendments to the merger agreement, the Knight Stockholder Agreements, the Knight Support Agreements and certain other transaction documents. Upon termination of the merger agreement and the Swift Support Agreement under certain specified circumstances, Jerry Moyes may be required to pay a termination fee of $25 million to Knight.

On April 9, 2017, the Knight Supporting Stockholders entered into the Knight Support Agreements with Swift. The Knight Support Agreements require that the Knight Supporting Stockholders vote their Knight shares to approve the merger and take certain other actions in furtherance of the transaction, including voting the Knight shares such parties then hold against an alternative acquisition proposal. The Knight Support Agreements and the obligations thereunder terminate upon the earlier of (i) the effective time of the merger and (ii) the termination of the merger agreement, including in the event the board of directors of Knight elects to terminate the merger agreement to pursue an unsolicited superior proposal or if Swift elects to terminate the merger agreement after the board of directors of Knight changes its recommendation in respect of the merger.

Stockholders Agreements

On April 9, 2017, Swift entered into stockholders agreements with the Gary Knight Supporting Stockholders (referred to as the “Gary Knight Stockholders Agreement”), the Kevin Knight Supporting Stockholders (referred to as the “Kevin Knight Stockholders Agreement” and together with the Gary Knight Stockholders Agreement the “Knight Stockholders Agreements”) and the Swift Supporting Stockholders (referred to as the “Swift Stockholders Agreement”), each of which become effective upon the consummation of the transaction.

Under the Swift Stockholders Agreement, Jerry Moyes, or a successor appointed by the Swift Supporting Stockholders, will have the right to designate for nomination by the board of directors of the combined company up to two nominees for election as directors of the combined company. If the Swift Supporting Stockholders’ collective voting power falls below 12.5% of the outstanding capital stock of the combined company, then the number of directors that Jerry Moyes, or a successor appointed by the Swift Supporting Stockholders, may designate is reduced to one. To the extent the Swift Supporting Stockholders have voting power over more than 12.5% of the combined company’s outstanding capital stock, the Swift Supporting Stockholders have agreed to vote such excess as directed by a committee initially consisting of Jerry Moyes, Kevin Knight and Gary Knight, with each committee member entitled to appoint his respective successor, subject to the approval of certain directors of the combined company. Under the Swift Stockholders Agreement, the Swift Supporting Stockholders are subject to certain standstill provisions providing that they will not, among other things, (i) increase the percentage of the combined company shares beneficially owned by them, collectively, by more than two percentage points above their ownership level as of the effective time of the merger, (ii) effect or seek any merger, takeover, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction with or involving the combined company or any of its subsidiaries, (iii) make, or in any way participate in, any solicitation of proxies to vote any combined company shares or to take stockholder action by written consent, (iv) commence litigation against the combined company or any of its subsidiaries (other than with respect to contracts and director and officer indemnification rights), or (v) publicly disparage the combined company. The standstill provisions are subject to certain exceptions, including exceptions for certain amendments and refinancings of the Swift Supporting Stockholders’ current pledging and hedging arrangements. The board designation rights and standstill provisions cease if the Swift Supporting Stockholders’ beneficial ownership falls below 5% of the outstanding shares of capital stock of the combined company, with the standstill provisions coming back into effect if the Swift Supporting Stockholders’ beneficial ownership subsequently equals or exceeds 5% of the outstanding shares of capital stock of the combined company.

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Under the Gary Knight Stockholders Agreement and the Kevin Knight Stockholders Agreement, the Gary Knight Supporting Stockholders and the Kevin Knight Supporting Stockholders are subject to certain standstill provisions providing that they will not, among other things, (i) acquire more than 15% of the voting power of the combined company, (ii) effect or seek any merger, takeover, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction with or involving the combined company or any of its subsidiaries, (iii) make, or in any way participate in, any solicitation of proxies to vote any shares or to take stockholder action by written consent, (iv) commence litigation against the combined company or any of its subsidiaries (other than with respect to contracts and director and officer indemnification rights), or (v) publicly disparage the combined company. These standstill provisions are subject to certain exceptions and cease if the Gary Knight Supporting Stockholders’ or the Kevin Knight Supporting Stockholders’ beneficial ownership falls below 5% of the outstanding shares of the combined company.

Moyes Letter Agreement

On April 9, 2017, Swift and Jerry Moyes entered into a letter agreement (referred to as the “Moyes letter agreement”), which will become effective as of the effective time of the merger and at that time will amend and restate the letter agreement Swift entered into with Mr. Moyes on September 8, 2016 (referred to as the “Prior Agreement”). Commencing at the effective time of the merger through December 31, 2019, which may be extended for one-year periods thereafter upon mutual agreement of the parties, Mr. Moyes will serve in the non-executive consulting role of Senior Advisor to the Executive Chairman and the Vice Chairman of the combined company. In accordance with the Prior Agreement, Mr. Moyes will continue to receive compensation of $200,000 per month during the term of the agreement, will continue to vest in his outstanding stock options and will continue to vest in his outstanding performance equity awards, as if his employment continued on the date of the Prior Agreement. The Moyes letter agreement also includes certain release, confidentiality, non-competition and non-solicitation provisions.

Regulatory Approvals Required for the Merger (See Page 122)

United States Antitrust

Under the HSR Act, the merger cannot be consummated until, among other things, notifications have been given and certain information has been provided to the FTC and the Antitrust Division of the Department of Justice (referred to as the “Antitrust Division”) and all applicable waiting periods have expired or been terminated.

On April 21, 2017, each of Knight and Swift filed a Pre-Merger Notification and Report Form pursuant to the HSR Act with the Antitrust Division and the FTC. On May 1, 2017, Knight and Swift received early termination of the HSR Act waiting period.

Mexican Regulatory Approvals

The transaction cannot be consummated until after the applicable waiting periods have expired or the relevant approvals have been obtained under the antitrust and competition laws of Mexico. Knight and Swift filed applications to obtain the necessary Mexican regulatory clearances on May 12, 2017. Although Knight and Swift believe that they will be able to obtain the requisite regulatory clearances in a timely manner, they cannot be certain when or if they will do so, or if any clearances will contain terms, conditions, or restrictions that will be detrimental to or adversely affect Knight, Swift, or their respective subsidiaries after the consummation of the transaction.

These regulatory approvals are discussed under “The Transaction — Regulatory Approvals Required for the Merger.”

Accounting Treatment (See Page 123)

The combined company will account for the transaction using the acquisition method of accounting in accordance with generally accepted accounting principles in the United States (referred to as “GAAP”). GAAP requires that one of Knight or Swift be designated as the acquirer for accounting purposes. Based on the evidence available, Knight will be treated as the acquiring entity for accounting purposes. In identifying

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Knight as the acquiring entity, the companies took into account the structure of the transaction, the composition of the combined company’s board of directors and the designation of certain senior management positions of the combined company, among others. Accordingly, the historical financial statements of Knight will become the historical financial statements of the combined company.

The combined company will measure Swift’s assets acquired and liabilities assumed at their fair values, including net tangible and identifiable intangible assets acquired and liabilities assumed, as of the closing of the transaction. Any excess of the purchase price over those fair values will be recorded as goodwill.

Definite lived intangible assets will be amortized over their estimated useful lives. Intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill are also tested for impairment when certain indicators are present.

The allocation of purchase price reflected in the unaudited pro forma combined financial statements is based on preliminary estimates using assumptions Knight management and Swift management believe are reasonable based on currently available information. The final purchase price and fair value assessment of assets and liabilities will be based in part on a detailed valuation that has not yet been completed.

Material U.S. Federal Income Tax Consequences (See Page 124)

The Reverse Stock Split

A U.S. Holder (as defined under “Material U.S. Federal Income Tax Consequences”) of Swift shares generally will not recognize gain or loss upon the Reverse Stock Split, except with respect to cash received in lieu of a fractional Swift share. A U.S. Holder’s aggregate tax basis in the Swift shares received pursuant to the Reverse Stock Split will equal the aggregate tax basis of the Swift shares surrendered (excluding any portion of such basis that is allocated to a fractional Swift share), and such U.S. Holder’s holding period in the Swift shares received will include the holding period in the Swift shares surrendered.

The Merger

Swift and Knight intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to Swift’s obligation to complete the merger that Swift receive an opinion from Kirkland, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to Knight’s obligation to complete the merger that Knight receive an opinion from Fried Frank, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, U.S. Holders of Knight shares generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Knight shares for combined company shares in the merger.

Please review the information set forth in the section entitled “Material U.S. Federal Income Tax Consequences for a more complete description of the material U.S. federal income tax consequences of the Reverse Stock Split and of the merger.

Interests of Knight’s Directors and Officers in the Transaction (See Page 115)

In considering the recommendation of the Knight board of directors, Knight stockholders should be aware that certain of Knight’s executive officers and directors may have interests in the transaction that may be different from, or in addition to, those of Knight’s stockholders generally. These interests may present such executive officers and directors with actual or potential conflicts of interest. The Knight board of directors was aware of these interests during its deliberations on the merits of the transaction and in deciding to recommend that Knight stockholders vote for the Knight Merger Proposal. For additional information on the interests of Knight’s directors and officers in the transaction, see “The Transaction — Interests of Knight’s Directors and Officers in the Transaction.”

Interests of Swift’s Directors and Officers in the Transaction (See Page 116)

In considering the recommendation of the Swift board of directors, Swift stockholders should be aware that certain of Swift’s executive officers and directors may have interests in the transaction that may be different from, or in addition to, those of Swift’s stockholders generally. These interests may present such

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executive officers and directors with actual or potential conflicts of interest. The Swift board of directors was aware of these interests during its deliberations on the merits of the transaction and in deciding to recommend that Swift stockholders vote for the Swift merger proposal. For additional information on the interests of Swift’s directors and officers in the transaction, see “The Transaction — Interests of Swift’s Directors and Officers in the Transaction.”

Voting by Knight’s Directors and Executive Officers (See Page 47)

As of the record date for the Knight special meeting, approximately [    ]% of the outstanding Knight shares was held by the directors and executive officers of Knight. For additional information regarding the votes required to approve the proposals to be voted on at the Knight special meeting, see “The Knight Special Meeting — Required Vote.” Knight currently expects that the directors and executive officers of Knight will vote their Knight shares in favor of the Knight Required Proposals, although, other than the Knight Supporting Stockholders, none has entered into any agreements obligating them to do so. Pursuant to the Knight voting agreements, the Knight Supporting Stockholders, which owned approximately 9.4% of the outstanding Knight shares as of the date of the merger agreement, agreed to vote their shares in favor of the Knight Required Proposals. For additional information regarding the Knight Support Agreements, see “The Transaction Agreements — Description of the Knight Support Agreements.”

Voting by Swift’s Directors and Executive Officers (See Page 53)

As of the record date for the Swift special meeting, approximately [   ]% of the outstanding class A shares of Swift was held by Swift directors and executive officers and their affiliates and approximately [   ]% of the outstanding class B shares of Swift was held by the Swift Supporting Stockholders. Swift currently expects that the directors and executive officers of Swift will vote their class A shares of Swift and class B shares of Swift, as applicable, in favor of the Share Issuance Proposal and each of the Charter Amendment Proposals, although, other than the Swift Supporting Stockholders, none has entered into any agreements obligating them to do so. The Swift Supporting Stockholders, representing approximately 55% of the total voting power of the outstanding Swift shares, have agreed to vote in favor of the Share Issuance Proposal and each of the Charter Amendment Proposals, pursuant to the terms and conditions of the Swift Support Agreement. For more information, see “The Transaction Agreements — Description of the Swift Support Agreement.”

No Dissenters’ or Appraisal Rights (See Page 129)

Under Arizona law, Knight stockholders will not be entitled to exercise any dissenters’ rights in connection with the transaction.

Swift stockholders will not be entitled to appraisal rights under Delaware law in connection with the transaction.

Comparison of Stockholder Rights (See Page 172)

As a result of the merger, the holders of Knight shares will become holders of combined company shares, and their rights will be governed by Delaware law (instead of Arizona law) and by the certificate of incorporation and bylaws of the combined company (instead of the restated articles of incorporation of Knight (referred to as the “Knight Articles of Incorporation”) or the amended and restated bylaws of Knight (referred to as the “Knight Bylaws”)). Following the merger, former Knight stockholders will have different rights as combined company stockholders than they had as Knight stockholders.

Also, upon consummation of the transaction, the rights of Swift stockholders will be governed by the combined company’s certificate of incorporation, which will be Swift’s certificate of incorporation as amended in connection with the transaction. Following the transaction, former Swift stockholders will have different rights as combined company stockholders than they had as Swift stockholders.

Risk Factors (See Page 36)

In deciding how to vote your Knight shares or Swift shares, you should read carefully this entire joint proxy statement/prospectus, including the documents incorporated by reference herein and the annexes and exhibits hereto, and in particular, you should read the “Risk Factors” section beginning on page 36 of this joint proxy statement/prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF KNIGHT

Set forth below are selected consolidated financial data for Knight. The financial data as of December 31, 2016 and December 31, 2015 and for the years ended December 31, 2016, December 31, 2015 and December 31, 2014 are derived from Knight’s audited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Knight’s Annual Report on Form 10-K for the year ended December 31, 2016. The financial data as of December 31, 2014, December 31, 2013 and December 31, 2012 and for the years ended December 31, 2013 and December 31, 2012 are derived from the audited financial statements of Knight, which financial statements are not included in or incorporated by reference into this joint proxy statement/prospectus. The financial data as of March 31, 2017 and for the three months ended March 31, 2017 and March 31, 2016, are derived from Knight’s unaudited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Knight’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017. The financial data as of March 31, 2016 are derived from Knight’s unaudited financial statements from Knight’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, which is not incorporated by reference into this joint proxy statement/prospectus. Knight’s management believes that Knight’s unaudited consolidated financial statements have been prepared on a basis consistent with its audited financial statements and include all normal and recurring adjustments necessary for a fair presentation of the results for each interim period.

The financial statement data provided below is only a summary, and you should read it in conjunction with the historical consolidated financial statements of Knight and the related notes contained in its annual and quarterly reports and the other information that Knight has previously filed with the SEC and which is incorporated into this joint proxy statement/prospectus by reference. See “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information.” Amounts below are presented in thousands, except per share amounts.

             
  For the Three Months Ended March 31,   For the Years Ended December 31,
Statements of Income Data:   2017   2016   2016   2015   2014(1)   2013   2012
Total revenue   $ 271,182     $ 272,088     $ 1,118,034     $ 1,182,964     $ 1,102,332     $ 969,237     $ 936,036  
Operating expenses     248,544       233,361       969,555       1,004,964       939,610       855,328       827,769  
Income from operations     22,638       38,727       148,479       178,000       162,722       113,909       108,267  
Interest income & other income     780       1,380       5,248       9,502       9,838       3,257       1,967  
Interest expense     (82 )      (301 )      (897 )      (998 )      (730 )      (462 )      (457 ) 
Income before income taxes     23,336       39,806       152,830       186,504       171,830       116,704       109,777  
Net income     15,106       23,470       95,238       118,457       104,021       70,024       64,763  
Net income attributable to Knight(2)     14,876       23,017       93,863       116,718       102,862       69,282       64,117  
Basic earnings per share     0.19       0.29       1.17       1.43       1.27       0.87       0.80  
Diluted earnings per share     0.18       0.28       1.16       1.42       1.25       0.86       0.80  

(1) Knight acquired 100% of the outstanding stock of Barr-Nunn Transportation, Inc. (referred to as “Barr-Nunn”) on October 1, 2014 and therefore, the operating results of Knight include the operating results of Barr-Nunn for periods after October 1, 2014.
(2) Knight adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting during the fourth quarter of 2016. The adoption of this standard resulted in the recognition of $1.8 million of excess tax benefits to the income tax provision for the year ended December 31, 2016. Net income and shares outstanding data for the three months ended March 31, 2016 are presented as if the ASU was adopted at the beginning of 2016.

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  As of March 31,   As of December 31,
Balance Sheet Data:   2017   2016   2016   2015   2014(1)   2013   2012
Working capital   $ 137,194     $ 149,465     $ 111,541     $ 164,090     $ 145,667     $ 101,768     $ 109,274  
Total assets     1,069,753       1,111,647       1,078,525       1,120,232       1,082,285       807,121       728,512  
Total debt(2)           106,000       18,000       112,000       134,400       38,000       80,000  
Cash dividend per Knight share(3)     0.06       0.06       0.24       0.24       0.24       0.24       0.74  
Knight Transportation stockholders’ equity     798,409       730,646       786,473       738,398       677,760       553,588       490,232  

(1) Knight acquired 100% of the outstanding stock of Barr-Nunn on October 1, 2014 and therefore, the operating results of Knight include the operating results of Barr-Nunn for periods after October 1, 2014.
(2) Includes amounts outstanding that were borrowed under Knight’s existing line of credit, which is classified as a long-term liability under this line item.
(3) In addition to the quarterly dividend paid in each year, Knight declared and paid a special dividend of $0.50 in the fourth quarter of 2012.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF SWIFT

Set forth below are selected consolidated financial data for Swift. The financial data as of December 31, 2016 and December 31, 2015 and for the years ended December 31, 2016, December 31, 2015 and December 31, 2014 are derived from Swift’s audited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Swift’s Annual Report on Form 10-K for the year ended December 31, 2016. The financial data as of December 31, 2014, December 31, 2013 and December 31, 2012 and for the years ended December 31, 2013 and December 31, 2012 are derived from the audited financial statements of Swift, which financial statements are not included in or incorporated by reference into this joint proxy statement/prospectus. The financial data as of March 31, 2017 and for the three months ended March 31, 2017 and March 31, 2016, are derived from Swift’s unaudited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Swift’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017. The financial data as of March 31, 2016 are derived from Swift’s unaudited financial statements from Swift’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, which is not incorporated by reference into this joint proxy statement/prospectus. Swift’s management believes that Swift’s unaudited consolidated financial statements have been prepared on a basis consistent with its audited financial statements and include all normal and recurring adjustments necessary for a fair presentation of the results for each interim period.

The financial statement data provided below is only a summary, and you should read it in conjunction with the historical consolidated financial statements of Swift and the related notes contained in its annual and quarterly reports and the other information that Swift has previously filed with the SEC and which is incorporated into this joint proxy statement/prospectus by reference. See “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information.” Amounts below are presented in thousands, except per share amounts.

             
  For the Three Months Ended March 31,   For the Years Ended December 31,
Statements of Income Data:(1)   2017   2016   2016   2015   2014   2013   2012
Operating revenue   $ 963,831     $ 967,823     $ 4,031,517     $ 4,229,322     $ 4,298,724     $ 4,118,195     $ 3,976,085  
Operating income     15,585       52,483       242,012       370,104       370,070       356,959       351,816  
Interest and derivative interest expense     7,521       8,594       30,598       42,322       86,559       103,386       127,150  
Income before income taxes     7,578       45,416       214,969       316,786       250,626       256,404       201,701  
Net income     5,207       31,905       149,267       197,577       161,152       155,422       140,087  
Diluted earnings per share     0.04       0.23       1.10       1.38       1.12       1.09       1.00  

             
  As of March 31,   As of December 31,
Balance Sheet Data:(1)
  2017   2016   2016   2015   2014   2013   2012
Cash and cash equivalents, excluding restricted cash   $ 61,770     $ 142,724     $ 89,391     $ 107,590     $ 105,132     $ 59,178     $ 53,596  
Net property and equipment     1,483,031       1,582,845       1,548,601       1,651,100       1,542,130       1,447,807       1,397,536  
Total assets(2)(3)     2,637,206       2,867,501       2,745,666       2,919,667       2,892,721       2,809,008       2,791,981  
Debt:
                                                              
Accounts receivable securitization(3)     304,374       224,017       279,285       223,927       334,000       264,000       204,000  
Revolving line of credit     10,000       200,000       130,000       200,000       57,000       17,000       2,531  
Long-term debt and capital lease obligations(3)     688,406       911,069       735,741       960,972       1,104,066       1,321,820       1,430,598  

(1) Data for all periods includes the results of Central Refrigerated Transportation, Inc. (referred to as “Central Refrigerated”), which was acquired by Swift on August 6, 2013.

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(2) Pursuant to Swift’s early adoption of ASU 2015-17, “Total assets” as of March 31, 2017 and 2016 and December 31, 2016, 2015, and 2014 include the impact of reclassifying current deferred income taxes into the noncurrent portion on the consolidated balance sheets. “Total assets” as of December 31, 2013, and 2012 have not been retrospectively adjusted.
(3) Pursuant to Swift’s adoption of ASU 2015-06 and 2015-15, “Total assets,” “Accounts receivable securitization,” and “Long-term debt and obligations under capital leases” as of March 31, 2017 and 2016 and December 31, 2016 and 2015 include the impact of reclassifying debt issuance costs from “Other assets” into “Accounts receivable securitization,” “Current portion of long-term debt,” and “Long-term debt, less current portion” as a liability in the consolidated balance sheets. “Total assets”, “Accounts receivable securitization,” and “Long-term debt and obligations under capital leases” as of December 31, 2014, 2013, and 2012 have not been retrospectively adjusted.

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SELECTED KNIGHT AND SWIFT UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL DATA

The following selected unaudited pro forma condensed combined financial data (the “selected pro forma data”) gives effect to the merger. The selected unaudited pro forma combined statement of income data for the year ended December 31, 2016 and the three months ended March 31, 2017, gives effect to the merger as if it had occurred on January 1, 2016. The selected unaudited pro forma combined balance sheet data as of March 31, 2017 gives effect to the merger as if it had occurred on March 31, 2017.

The historical consolidated financial information has been adjusted in the selected pro forma data to give effect to pro forma events that are (i) directly attributable to the merger, (ii) factually supportable, and (iii) with respect to the statements of income, expected to have a continuing impact on the combined company’s results.

The selected pro forma data has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma combined financial information of the combined company appearing elsewhere in this joint proxy statement/prospectus and the accompanying notes to the unaudited pro forma combined financial information. In addition, the selected pro forma data was based on, and should be read in conjunction with, the following historical consolidated financial statements and accompanying notes, which are incorporated by reference into this joint proxy statement/prospectus:

Separate historical consolidated financial statements of Knight as of, and for the year ended and three months ended, December 31, 2016 and March 31, 2017, respectively, and the related notes included in Knight’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017 and Knight’s Annual Report on Form 10-K for the year ended December 31, 2016; and
Separate historical consolidated financial statements of Swift as of, and for the year ended and three months ended, December 31, 2016 and March 31, 2017, respectively, and the related notes included in Swift’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017 and Swift’s Annual Report on Form 10-K for the year ended December 31, 2016.

The selected pro forma data has been prepared by Knight using the acquisition method of accounting in accordance with GAAP. Knight has been treated as the acquirer in the merger for accounting purposes. In the selected pro forma data, the assets and liabilities of Swift have been recorded by Knight at their respective fair values as of the date the merger is consummated. The acquisition accounting is dependent upon certain valuation and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. The assets and liabilities of Swift have been measured based on various preliminary estimates using assumptions that Knight believes are reasonable based on information that is currently available to it. Differences between these preliminary estimates and the final acquisition accounting will occur, and those differences could have a material impact on the selected pro forma data. The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements prepared in accordance with the rules and regulations of the SEC.

The selected pro form data has been presented for informational purposes only. The selected pro forma does not purport to represent the actual results of operations that Knight and Swift would have achieved had the companies been combined during the periods presented in the selected financial data and is not intended to project the future results of operations that the combined company may achieve after the merger.

The selected financial data does not reflect any cost savings that may be realized as a result of the merger and also does not reflect any restructuring or integration-related costs to achieve those potential cost savings.

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Amounts below are presented in thousands, except per share amounts.

   
  For the
Three Months
Ended
March 31, 2017
  For the
Year Ended
December 31, 2016
Pro Forma Condensed Combined Statement of Income Data:
                 
Total revenue   $ 1,235,013     $ 5,149,551  
Operating expenses     1,203,557       4,789,981  
Income from operations     31,456       359,570  
Interest income and other income     2,451       8,803  
Interest expense     (7,603 )      (31,495 ) 
Income before income taxes     26,304       336,878  
Net income     17,455       225,334  
Net income attributable to Knight     17,225       223,959  
Basic earnings per share     0.10       1.26  
Diluted earnings per share     0.10       1.26  

 
  As of
March 31, 2017
Pro Forma Condensed Combined Balance Sheet Data:
        
Working capital   $ 306,799  
Total assets     6,391,562  
Total debt     1,002,780  
Revolving line of credit     10,000  
Other debt     476,878  
Capital lease obligations     211,528  
Accounts receivable securitization     304,374  
Combined company stockholders’ equity     3,837,055  

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The following table sets forth selected historical and unaudited pro forma combined per share information for Knight and Swift.

Historical Per Share Information of Knight and Swift.  The historical per share information of each of Knight and Swift below is derived from the audited consolidated financial statements of each of Knight and Swift as of, and for the year ended, December 31, 2016 and the unaudited consolidated financial statements of each of Knight and Swift as of, and for the three months ended, March 31, 2017.

Unaudited Pro Forma Combined per Knight Share Data.  The unaudited pro forma combined per Knight share data set forth below gives effect to the transaction under the acquisition method of accounting, as if the transaction had been effective on January 1, 2016, the first day of Knight’s fiscal year ended December 31, 2016, in the case of net income per share.

The unaudited pro forma combined per Knight share data is derived from the audited consolidated financial statements of each of Knight and Swift as of, and for the year ended, December 31, 2016, and the unaudited consolidated financial statements of each of Knight and Swift as of, and for the three months ended, March 31, 2017.

The acquisition method of accounting is based on Financial Accounting Standards Board, Accounting Standards Codification (which is referred to in this joint proxy statement/prospectus as ASC) 805, Business Combinations, and uses the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures, which Knight has adopted as required. Acquisition accounting requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Fair value measurements recorded in acquisition accounting are dependent upon certain valuation studies of Swift’s assets and liabilities and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments reflect the assets and liabilities of Swift at their preliminary estimated fair values. Differences between these preliminary estimates and the final values in acquisition accounting will occur and these differences could have a material impact on the unaudited pro forma combined per share information set forth in the following table.

The unaudited pro forma combined per Knight share data does not purport to represent the actual results of operations that Knight would have achieved had the companies been combined during these periods or to project the future results of operations that Knight may achieve after completion of the merger.

Unaudited Pro Forma Combined per Swift Share Data.  The unaudited pro forma combined per Swift share data set forth below shows the effect of the transaction from the perspective of an owner of Swift shares and take into account the Swift Share Reclassification and the one for 0.720 share consolidation to be effected by Swift in the Reverse Stock Split immediately prior to the consummation of the transaction. The information was calculated by multiplying the unaudited pro forma combined per Knight share amounts by the share consolidation ratio.

Generally.  You should read the below information in conjunction with the selected historical consolidated financial information included elsewhere in this joint proxy statement/prospectus and the historical consolidated financial statements of Knight and Swift and related notes that have been filed with the SEC, certain of which are incorporated by reference into this joint proxy statement/prospectus. See “Selected Historical Consolidated Financial Data of Knight,” “Selected Historical Consolidated Financial Data of Swift” and “Where You Can Find More Information.” The unaudited pro forma combined per Knight common share data and the unaudited pro forma combined per Swift equivalent share data is derived from, and should be read in conjunction with, the Knight and Swift unaudited pro forma condensed combined financial statements and related notes included in this joint proxy statement/prospectus. See “Knight and Swift Unaudited Pro Forma Condensed Combined Financial Statements.”

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  As of/For the Three Months Ended
March 31, 2017
  As of/For the
Year Ended
December 31, 2016
Knight Historical per Common Share Data:
                 
Net income – basic   $ 0.19     $ 1.17  
Net income – diluted   $ 0.18     $ 1.16  
Cash dividends paid   $ 0.06     $ 0.24  
Book value   $ 9.85     $ 9.71  
Swift Historical per Common Share Data:
                 
Net income – basic   $ 0.04     $ 1.11  
Net income – diluted   $ 0.04     $ 1.10  
Cash dividends paid   $     $  
Book value   $ 5.08     $ 4.96  
Unaudited Pro Forma Combined per Share Data:
                 
Net income – basic   $ 0.10     $ 1.26  
Net income – diluted   $ 0.10     $ 1.26  
Cash dividends paid   $ 0.06     $ 0.24  
Book value   $ 21.58       N/A  

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

The following table sets forth, for the calendar periods indicated, the high and low sales prices per Knight share and class A share of Swift as reported by the NYSE. The Knight shares are traded on the NYSE under the symbol “KNX,” and the class A shares of Swift are traded on the NYSE under the symbol “SWFT.” The NYSE has been the principal trading market for Knight shares and class A shares of Swift since December 2004, and December 2010, respectively.

       
  Knight Common Stock   Swift Class A Common Stock
     High   Low   High   Low
2014:
                                   
First Calendar Quarter   $ 23.54     $ 17.95     $ 26.71     $ 19.89  
Second Calendar Quarter   $ 25.00     $ 22.24     $ 26.54     $ 21.49  
Third Calendar Quarter   $ 27.67     $ 23.19     $ 26.15     $ 18.53  
Fourth Calendar Quarter   $ 34.69     $ 25.50     $ 29.44     $ 20.01  
2015:
                                   
First Calendar Quarter   $ 34.73     $ 28.43     $ 29.01     $ 24.39  
Second Calendar Quarter   $ 33.00     $ 26.15     $ 26.58     $ 22.10  
Third Calendar Quarter   $ 29.00     $ 23.64     $ 24.76     $ 14.83  
Fourth Calendar Quarter   $ 27.66     $ 21.72     $ 17.63     $ 12.76  
2016:
                                   
First Calendar Quarter   $ 27.11     $ 20.56     $ 18.66     $ 11.74  
Second Calendar Quarter   $ 28.34     $ 23.99     $ 19.12     $ 14.31  
Third Calendar Quarter   $ 30.38     $ 26.39     $ 22.15     $ 15.19  
Fourth Calendar Quarter   $ 38.80     $ 26.85     $ 27.18     $ 19.51  
2017:
                                   
First Calendar Quarter   $ 34.70     $ 30.10     $ 25.20     $ 19.21  
Second Calendar Quarter (through [           ], 2017)   $ [    ]     $ [    ]     $ [    ]     $ [    ]  

The following table sets forth the closing sale prices per Knight share and class A share of Swift as reported on the NYSE as of April 7, 2017, the last trading day before the public announcement of the merger agreement, and as of [          ], 2017, the latest practicable date before the date of this joint proxy statement/prospectus. The table also shows the equivalent implied value of a Swift share on each of the dates, which has been determined by multiplying the market price of a Knight share on each of the dates by the 0.720 share consolidation ratio.

     
  Class A
Share of
Swift
  Knight
Share
  Swift Share
Equivalent
April 7, 2017   $ 20.02     $ 30.65     $ 22.07  
[          ], 2017   $ [   ]     $ [   ]     $ [   ]  

The market prices of Knight shares and class A shares of Swift have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Knight special meeting and the Swift special meeting and the date the transaction is consummated and thereafter. No assurance can be given concerning the market prices of Knight shares or class A shares of Swift before completion of the transaction or shares of combined company after completion of the transaction.

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Dividends

Knight currently pays a quarterly dividend on Knight shares and last paid a dividend on March 27, 2017, of $0.06 per share. Under the terms of the merger agreement, during the period before the effective time of the merger, Knight is not permitted to declare, set aside or pay any dividend or other distribution other than its regular cash dividend in the ordinary course of business consistent with past practice in an amount not to exceed $0.06 per share per quarter. Subject to the limitations set forth in the merger agreement described above, any future dividends by Knight will be made at the discretion of Knight’s board of directors.

Swift does not currently pay dividends on its shares. Under the terms of the merger agreement, during the period before the effective time of the merger, Swift is not permitted to declare, set aside or pay any dividend or other distribution.

After the effective time of the merger, former Knight stockholders who hold combined company shares into which Knight shares have been converted in connection with the transaction will receive whatever dividends are declared and paid on combined company shares. However, no dividend or other distribution having a record date after the effective time of the merger will actually be paid with respect to any combined company shares into which Knight shares have been converted in connection with the transaction until the certificates formerly representing Knight shares have been surrendered (or the book-entry shares formerly representing Knight shares have been transferred), at which time any accrued dividends and other distributions on those combined company shares will be paid without interest.

Subject to the limitations set forth in the merger agreement described above, any future dividends by Swift or the combined company will be made at the discretion of the board of directors of Swift or the combined company, as applicable. It is expected that the combined company will continue to pay a quarterly dividend on combined company shares of $0.06 per outstanding combined company share. However, there can be no assurance that any future dividends will be declared or paid by Swift, Knight or the combined company or as to the amount or timing of those dividends, if any.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements” of this joint proxy statement/prospectus, Knight stockholders should carefully consider the following risks in deciding whether to vote for the approval of the Knight Proposals, and Swift stockholders should carefully consider the following risks in deciding whether to vote for the approval of the Swift Proposals. Descriptions of some of these risks can be found in the Annual Reports of Knight and Swift on Form 10-K for the fiscal year ended December 31, 2016, and any amendments thereto, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. You should read carefully this entire joint proxy statement/prospectus and its annexes and exhibits and the other documents incorporated by reference into this joint proxy statement/prospectus. See also “Where You Can Find More Information.

Risks Related to the Transaction

Because the market price of class A shares of Swift and Knight shares will fluctuate, Swift stockholders cannot be sure of the value of their combined company shares following the transaction and Knight stockholders cannot be sure of the value of the merger consideration they will receive pursuant to the transaction.

In the transaction, (i) the outstanding class B shares of Swift will convert into class A shares of Swift on a one-for-one basis and (ii) immediately thereafter, the class A shares of Swift will be combined in a reverse stock split such that each class A share of Swift will become 0.720 of a share of the combined company. Thereafter, each Knight share issued and outstanding immediately prior to the effective time will be converted into the right to receive one combined company share. Based on the closing price of the Knight shares on the NYSE on [           ], 2017, the 0.720 of a combined company share that the Swift stockholders will hold after the transaction in respect of each Swift share they held immediately prior to the transaction would have a value of approximately $[    ].

The exact value of the combined company shares that the Knight and Swift stockholders will hold after the transaction will not be known at the time of the Knight special meeting or the Swift special meeting and may be greater than, the same as or less than the current prices at the time of the Knight special meeting or the Swift special meeting. The market prices of Knight shares and class A shares of Swift are subject to general price fluctuations in the market for publicly traded equity securities and have experienced volatility in the past. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the respective businesses, operations and prospects of Knight and Swift, and an evolving regulatory landscape. Market assessments of the benefits of the transaction and the likelihood that the transaction will be consummated, as well as general and industry specific market and economic conditions, may also impact market prices of Knight shares and class A shares of Swift. Many of these factors are beyond Knight’s and Swift’s control. You should obtain current market price quotations for Knight shares and for class A shares of Swift; but as indicated above, the prices at the time the transaction is consummated may be greater than, the same as or less than such price quotations.

Because the merger exchange ratio and the share consolidation ratio are fixed, the number of combined company shares to be received by holders of Knight shares in the merger, and the number of combined company shares to be received by holders of class A shares of Swift in the Reverse Stock Split, will not change between now and the time the transaction is consummated to reflect changes in the trading prices of Knight shares or class A shares of Swift.

The exact value of the merger consideration to be received by the Knight stockholders entitled to receive such merger consideration and the exact value of the combined company shares to be received by the Swift stockholders will depend on the trading prices of Knight shares and Swift shares at the closing of the transaction. The merger agreement does not provide for any adjustment to the merger exchange ratio or the share consolidation ratio as a result of changes in the trading prices of Knight shares or class A shares of Swift or for any other reason.

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The market price for the combined company shares following the closing of the transaction may be affected by factors different from or in addition to those that historically have affected or currently affect Knight shares and/or class A shares of Swift.

Upon consummation of the transaction, holders of Knight shares and holders of class A shares of Swift immediately prior to the closing of the transaction will both hold combined company shares. Although the two companies operate in the same industry, Swift’s businesses differ from those of Knight, and accordingly the results of operations of the combined company will be affected by some factors that are different from or in addition to those currently affecting the results of operations of Knight and those currently affecting the results of operations of Swift. For a discussion of the businesses of Knight and Swift and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information.”

The merger agreement may be terminated in accordance with its terms and the transaction may not be consummated.

The merger agreement contains a number of conditions that must be fulfilled to consummate the transaction. Those conditions include: the approval of the Knight Required Proposals by the Knight stockholders; the approval of the Swift Required Proposals by the Swift stockholders; receipt of the requisite regulatory and antitrust approvals; absence of orders prohibiting the closing of the transaction; the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part; the approval of the combined company shares to be issued to Knight stockholders in the merger for listing on the NYSE, subject to official notice of issuance; the continued accuracy of the representations and warranties of both parties subject to specified materiality standards; and the performance by both parties of their covenants and agreements. These conditions to the closing of the transaction may not be fulfilled and, accordingly, the transaction may not be consummated. In addition, if the transaction is not consummated by January 18, 2018 either Knight or Swift may choose not to proceed with the transaction. In addition, Knight or Swift may elect to terminate the merger agreement in certain other circumstances, including by Knight if, prior to receipt of approval of the Swift Required Proposals by the Swift stockholders, the Swift board of directors makes a change of recommendation, or the Knight board of directors determines to enter into an agreement with respect to a superior proposal, or by Swift if, prior to receipt of approval of the Knight Required Proposals by the Knight stockholders, the Knight board of directors makes a change of recommendation, or the Swift board of directors determines to enter into an agreement with respect to a superior proposal. The parties can also mutually decide to terminate the merger agreement at any time prior to the consummation of the transaction, whether before or after the Knight stockholder approval or the Swift stockholder approval. See “The Transaction Agreements — Description of the Merger Agreement — Termination of the Merger Agreement.”

The merger agreement contains provisions that restrict the ability of the Swift board of directors to pursue alternatives to the transaction and to change its recommendation that Swift stockholders vote for the approval of the Swift Required Proposals. In specified circumstances, Swift could be required to pay Knight a termination fee of $89.1 million.

Under the merger agreement, Swift is restricted, subject to certain exceptions, from soliciting, initiating, knowingly facilitating or negotiating, or furnishing non-public information with regard to, any inquiry, proposal or offer for an alternative business combination transaction from any person.

Swift may terminate the merger agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including a determination by the Swift board of directors (after consultation with a nationally recognized third party financial advisors and outside legal counsel) that such proposal is more favorable to the Swift stockholders than the transaction. A termination in this instance would result in Swift being required to pay Knight a termination fee of $89.1 million. In addition, if the merger agreement is terminated in certain other circumstances, Swift will be required to pay Knight a termination fee of $89.1 million. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Swift from considering or proposing an alternative business combination transaction with Swift, even if such third party were prepared to pay consideration with a higher value than the value of the transaction. In addition, Swift will be required to pay Knight up to $10 million for its expenses under certain circumstances in which Swift stockholders do not approve the Swift Required

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Proposals at the Swift special meeting and either Swift or Knight subsequently terminates the merger agreement. If Swift’s stockholders approve the Swift Required Proposals at the Swift special meeting, Swift will be restricted under the terms of the merger agreement (without exception) from having any discussions or negotiations with any third party that may have an interest in entering into an alternative business combination transaction with Swift. See “The Transaction Agreements — Description of the Merger Agreement — Termination Fees and Expenses.”

The merger agreement contains provisions that restrict the ability of the Knight board of directors to pursue alternatives to the transaction and to change its recommendation that Knight stockholders vote for the approval of the Knight Required Proposals. In specified circumstances, Knight could be required to pay Swift a termination fee of $75.3 million.

Under the merger agreement, Knight is restricted, subject to certain exceptions, from soliciting, initiating, knowingly facilitating or negotiating, or furnishing non-public information with regard to, any inquiry, proposal or offer for an alternative business combination transaction from any person.

Knight may terminate the merger agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including a determination by the Knight board of directors (after consultation with a nationally recognized third party financial advisors and outside legal counsel) that such proposal is more favorable to the Knight stockholders than the transaction. A termination in this instance would result in Knight being required to pay Swift a termination fee of $75.3 million. In addition, if the merger agreement is terminated in certain other circumstances, Knight will be required to pay Swift a termination fee of $75.3 million. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Knight from considering or proposing an alternative business combination transaction with Knight, even if such third party were prepared to pay consideration with a higher value than the value of the transaction. In addition, Knight will be required to pay Swift up to $10 million for its expenses under certain circumstances in which Knight stockholders do not approve the Knight Required Proposals at the Knight special meeting and either Swift or Knight subsequently terminates the merger agreement. If Knight’s stockholders approve the Knight Merger Proposal at the Knight special meeting, Knight will be restricted under the terms of the merger agreement (without exception) from having any discussions or negotiations with any third party that may have an interest in entering into an alternative business combination transaction with Knight. See “The Transaction Agreements — Description of the Merger Agreement — Termination Fees and Expenses.”

While the transaction is pending, Knight and Swift will be subject to business uncertainties that could adversely affect their businesses and operations. These uncertainties could also adversely affect the combined company following the consummation of the transaction.

Uncertainty about the effect of the transaction on employees, customers and drivers may have an adverse effect on Knight and Swift. These uncertainties may impair Knight’s and Swift’s ability to attract, retain and motivate personnel until the transaction is consummated and for a period of time thereafter, and could cause customers and others who deal with Knight and Swift to seek to change existing business relationships with Knight and/or Swift. Employee and driver retention may be challenging during the pendency of the transaction, as employees and drivers may experience uncertainty about their future roles. If employees or drivers depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the businesses, the business of the combined company following the transaction could be seriously harmed.

In addition, the merger agreement restricts Swift and Knight from taking specified actions until the effective time of the merger without the consent of the other party. These restrictions may prevent Swift or Knight from pursuing attractive business opportunities that may arise prior to the consummation of the transaction. For a description of the restrictive covenants applicable to Swift and Knight, see “The Transaction Agreements — Description of the Merger Agreement — Conduct of Business Pending the Merger.”

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Knight and Swift directors and officers may have interests in the transaction that may be different from, or in addition to, the interests of Knight stockholders and Swift stockholders.

Certain of the directors and executive officers of Knight and Swift negotiated the terms of the merger agreement, and the Knight board of directors and the Swift board of directors, respectively, recommend that the stockholders of Knight and the stockholders of Swift vote in favor of the transaction-related proposals. Knight and Swift directors and executive officers may have interests in the transaction that may be different from, or in addition to, those of Knight stockholders and Swift stockholders, respectively. These interests include, but are not limited to, the continued service of certain directors of Knight and Swift as directors of the combined company, the Moyes consulting agreement, as revised, the continued employment of certain executive officers of Knight and Swift by the combined company, the treatment in the transaction of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, deferred awards, cash denominated awards, the treatment of certain other executive compensation arrangements, and provisions in the merger agreement regarding continued indemnification of and advancement of expenses to Knight and Swift directors and officers. Knight stockholders and Swift stockholders should be aware of these interests when they consider their respective board of directors’ recommendation that they vote in favor of the transaction-related proposals.

The members of the Knight board of directors were aware of and considered these interests relating to Knight, among other matters, in evaluating the merger agreement and the transaction, and in recommending that Knight stockholders approve the Knight Required Proposals. The interests of Knight directors and executive officers are described under “The Transaction — Interests of Knight’s Directors and Officers in the Transaction.”

The members of the Swift board of directors were aware of and considered these interests relating to Swift, among other matters, in evaluating the merger agreement and the transaction, and in recommending that Swift stockholders approve the Swift Required Proposals. The interests of Swift directors and executive officers are described in more detail under “The Transaction — Interests of Swift’s Directors and Officers in the Transaction.”

Knight stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Knight stockholders currently have the right to vote in the election of the Knight board of directors and on other matters affecting Knight. Upon the consummation of the transaction, each Knight stockholder will become a stockholder of the combined company with a percentage ownership of the combined company that is smaller than the stockholder’s prior percentage ownership of Knight. After consummation of the transaction, Knight stockholders are expected to own approximately 46% of the issued and outstanding combined company shares. Because of this, Knight stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Knight.

Knight stockholders will receive combined company shares as a result of the transaction, which have different rights from Knight shares.

Upon consummation of the transaction, the rights of former Knight stockholders who receive combined company shares will be governed by the Swift certificate of incorporation, which, subject to the amendments contemplated by the merger agreement, will become the certificate of incorporation of the combined company, governed by Delaware law. The rights associated with Knight shares are different from the rights associated with combined company shares. For a discussion of the different rights associated with Knight shares and combined company shares, see “Comparison of Stockholder Rights.”

Swift stockholders will have different rights after the transaction.

Upon consummation of the transaction, the rights of Swift stockholders will be governed by the Swift certificate of incorporation, which will be amended in connection with the transaction. The rights associated with Swift shares currently will be different from the rights associated with combined company shares. For a discussion of the different rights associated with Swift shares and combined company shares, see “Comparison of Stockholder Rights.”

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Following the consummation of the transaction, the composition of the combined company board of directors will be different than the composition of the current Knight board of directors and the current Swift board of directors.

Upon consummation of the transaction, the composition of the board of directors of the combined company will be different than the current Knight board of directors and the current Swift board of directors. Upon the consummation of the transaction, the board of directors of the combined company will consist of all of the directors of the Knight board of directors immediately prior to the closing and four of the directors of the Swift board of directors prior to the closing. 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 of the Swift board of directors who will be on the board of directors of the combined company were chosen by the Swift board of directors and will be Richard Dozer and David Vander Ploeg. See “The Transaction — Board and Management of the Combined Company.” This new composition of the board of directors of the combined company may affect the future decisions of the combined company.

The Swift Supporting Stockholders will be significant stockholders of the combined company and if a large percentage of their holdings were sold or otherwise disposed of, the stock price of the combined company shares could decline.

At the closing of the transaction, the Swift Supporting Stockholders will beneficially own approximately 24% of outstanding combined company shares, based on their beneficial ownership of approximately 45% of the class A and class B shares of Swift as of April 9, 2017. In addition, the Swift Supporting Stockholders have pledged their holdings as collateral for loans and other obligations, including variable prepaid forward contracts, which arrangements will continue after the closing of the transaction and could adversely affect the trading price, create conflicts of interest, or increase volatility in the stock price of the combined company. If the Swift Supporting Stockholders were to sell or otherwise transfer all or a large percentage of their holdings (including under circumstances in which the Swift Supporting Stockholders settle these obligations with combined company shares or if the Swift Supporting Stockholder defaults under the pledging arrangements), the stock price of the combined company shares could decline.

Although the Swift Stockholders Agreement limits the number of shares over which the Swift Supporting Stockholders have the discretion to vote, the limitation does not apply to sale transactions, which could limit other stockholders’ ability to influence the outcome of sale transactions.

Under the Swift Stockholders Agreement, the Swift Supporting Stockholders are required to vote the combined company shares that they hold in excess of 12.5% of outstanding combined company shares in the manner determined by a voting committee comprised of Jerry Moyes, Kevin Knight and Gary Knight or their respective appointed successors. However, the Swift Supporting Stockholders are entitled to vote all of their combined company shares on any stockholder vote taken to approve a sale of the combined company. Consequently, the influence of the Swift Supporting Stockholders with respect to any such stockholder vote may have the effect of delaying or preventing a change of control, including a merger, consolidation, or other business combination involving the combined company, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other stockholders.

The opinions of Knight’s and Swift’s financial advisors do not reflect changes in circumstances that may have occurred or that may occur between the signing of the merger agreement and the closing of the transaction.

Neither the Knight board of directors nor the Swift board of directors has obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus or as of any other date, nor will either receive updated, revised or reaffirmed opinions prior to the consummation of the transaction. Changes in the operations and prospects of Knight or Swift, general market and economic conditions and other factors that may be beyond the control of Knight or Swift, and on which Knight’s and Swift’s financial advisors’ opinions were based, may significantly alter the value of Knight or Swift or the prices of Knight shares or class A shares of Swift by the time the merger is consummated. The opinions do

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not speak as of the time the merger will be consummated or as of any date other than the date of such opinions. Because Knight’s and Swift’s financial advisors will not be updating their opinions, the opinions do not address the fairness of the merger consideration, from a financial point of view, at any time other than the time such opinions were issued, even though the Knight board of directors’ recommendation that Knight stockholders vote “FOR” the Knight proposals and the Swift board of directors’ recommendation that Swift stockholders vote “FOR” the Swift proposals are made as of the date of this joint proxy statement/prospectus. For a description of the opinions that the Knight board of directors and the Swift board of directors received from their respective financial advisors, see “The Transaction — Opinion of Knight’s Financial Advisor” and “The Transaction — Opinion of Swift’s Financial Advisor.”

Failure to consummate the transaction could negatively impact respective future stock prices, operations and financial results of Knight and Swift.

If the transaction is not consummated for any reason, Knight and Swift may be subjected to a number of material risks. The price of Knight shares and the price of class A shares of Swift may decline to the extent that their current market prices reflect a market assumption that the transaction will be consummated. In addition, some costs related to the transaction must be paid by Knight and Swift whether or not the transaction is consummated. Furthermore, Knight and Swift may experience negative reactions from their respective stockholders, customers, drivers and employees.

Knight and Swift stockholders will not be entitled to dissenters’ or appraisal rights in the transaction.

Dissenters’ or appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Holders of Swift shares will not have dissenters’ rights with respect to the Swift Required Proposals.

Under the Arizona Business Corporation Act (referred to as “ABCA”), stockholders do not have dissenters’ rights if the shares of stock they hold at the record date for determination of stockholders entitled to notice of the stockholders meeting at which stockholders are to vote on the proposed corporate action are registered on a national securities exchange, listed on the national market systems of the national association of securities dealers automated quotation system or held of record by at least two thousand stockholders. Because Knight shares are listed on the NYSE, a national securities exchange, and are expected to continue to be so listed on the Knight record date, Knight stockholders will not be entitled to dissenters’ rights in the transaction with respect to their Knight shares.

Financial projections regarding Knight and Swift may not prove accurate.

In connection with the transaction, Knight and Swift prepared and considered internal financial forecasts for Knight and Swift. These financial projections include assumptions regarding future operating cash flows, expenditures, and income of Knight and Swift. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all, or within projected timeframes. The failure of Knight or Swift to achieve projected results could have a material adverse effect on the price of the combined company shares, the combined company’s financial position, and the combined company’s abilities to pay dividends following the closing of the transaction.

The transaction may disrupt attention of Knight’s and Swift’s management from ongoing business operations.

Each of Knight and Swift has expended, and expects to continue to expend, significant management resources to complete the transaction. Management’s attention may be diverted away from the day-to-day operations of the businesses of Knight and Swift, implementing initiatives to improve performance throughout the remainder of 2017, and execution of existing business plans in an effort to complete the transaction. This diversion of management resources could disrupt Knight’s or Swift’s operations and may have an adverse effect on the respective businesses, financial conditions, and results of operations.

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Risks Related to the Business of the Combined Company

Knight and Swift may fail to realize all of the anticipated benefits of the transaction or those benefits may take longer to realize than expected. The combined company may also encounter significant difficulties in combining Knight’s and Swift’s businesses.

The ability of Knight and Swift to realize the anticipated benefits of the transaction will depend, to a large extent, on the combined company’s ability to operate the Knight and Swift businesses within the combined company in a manner that realizes anticipated synergies. In order to achieve these expected benefits, the combined company must successfully operate the businesses of Knight and Swift without adversely affecting current revenues and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the transaction may not be realized fully or at all or may take longer to realize than expected.

In addition, the continued operation of two independent businesses within the combined company is a complex, costly and time-consuming process. As a result, Knight and Swift will be required to devote significant management attention and resources to coordinating their business practices and operations. This process may disrupt the businesses. The failure to meet the challenges involved in operating the two businesses within the combined company and to realize the anticipated benefits of the transaction could cause an interruption of, or a loss of momentum in, the activities of the combined company and could adversely affect the results of operations of the combined company. The overall combination of Knight’s and Swift’s businesses may also result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer and other business relationships and diversion of management attention. The difficulties of combining the operations of the companies include, among others:

the diversion of management attention to integration matters;
difficulties in integrating functions, personnel and systems;
challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;
difficulties in assimilating drivers and employees and in attracting and retaining key personnel;
challenges in keeping existing customers and obtaining new customers;
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination;
difficulties in managing multiple brands under a significantly larger and more complex company;
contingent liabilities that are larger than expected; and
potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the transaction.

Many of these factors are outside of the control of Knight and Swift and/or will be outside the control of the combined company, and any one of them could result in increased costs, decreased expected revenues and diversion of management time and energy, which could materially impact the business, financial condition and results of operations of the combined company. In addition, even if the businesses of Knight and Swift are operated successfully within the combined company, the full benefits of the transaction may not be realized, including the synergies that are expected. These benefits may not be achieved within the anticipated time frame, or at all. Further, additional unanticipated costs may be incurred in operating the businesses of Knight and Swift. All of these factors could cause dilution to the earnings per share of the combined company, decrease or delay the expected accretive effect of the transaction, and negatively impact the price of the combined company shares. As a result, it cannot be assured that the combination of Knight and Swift will result in the realization of the full benefits anticipated from the transaction within the anticipated time frames or at all.

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Knight and Swift will incur substantial direct and indirect costs as a result of the transaction.

Knight and Swift will incur substantial expenses in connection with and as a result of consummating the transaction, and over a period of time following the consummation of the transaction, the combined company also expects to incur substantial expenses in connection with coordinating and, in certain cases, combining the businesses, operations, policies and procedures of Knight and Swift. A portion of the transaction costs related to the transaction will be incurred regardless of whether the transaction is consummated. While Knight and Swift have assumed that a certain level of transaction expenses will be incurred, factors beyond Knight’s and Swift’s control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses may exceed the costs historically borne by Knight and Swift. These costs could adversely affect the financial condition and results of operations of Knight and Swift prior to the transaction and of the combined company following the consummation of the transaction.

The combined company’s actual financial positions and results of operations may differ materially from the unaudited pro forma financial data included in this joint proxy statement/prospectus.

The pro forma financial information contained in this joint proxy statement/prospectus is presented for informational purposes only and may not be an indication of what the combined company’s financial position or results of operations would have been had the transaction been consummated on the dates indicated. The pro forma financial information has been derived from the audited and unaudited historical financial statements of Knight and Swift and certain adjustments and assumptions regarding the combined company after giving effect to the transaction. The assets and liabilities of Swift have been measured at fair value based on various preliminary estimates using assumptions that Knight management and Swift management believe are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have a material impact on the pro forma financial information and the combined company’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the closing. Any material variance from the pro forma financial information may cause significant variations in the market price of the combined company shares. See “Knight and Swift Unaudited Pro Forma Condensed Combined Financial Statements.”

Risks Related to Knight’s Business

You should read and consider the risk factors specific to Knight’s business that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of Knight’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as such risks may be updated or supplemented in Knight’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in other documents that are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” for the location of information incorporated by reference in this joint proxy statement/prospectus.

Risks Related to Swift’s Business

You should read and consider the risk factors specific to Swift’s businesses that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of Swift’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as such risks may be updated or supplemented in Swift’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in other documents that are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” for the location of information incorporated by reference in this joint proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Knight’s, Swift’s or the combined company’s future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” or terms of similar meaning are also generally intended to identify forward-looking statements. Knight and Swift caution that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Knight’s and/or Swift’s control, that could cause Knight’s, Swift’s or the combined company’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: Knight’s and/or Swift’s ability to obtain necessary regulatory approvals and stockholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, any delay or inability of the combined company to realize the expected benefits and synergies of the transaction, changes in tax laws, regulations, rates, policies or interpretations, the loss of key senior management, the value of the combined company shares to be issued in the transaction, significant transaction costs and/or unknown liabilities, potential litigation relating to the proposed transaction, the risk that disruptions from the proposed transaction will harm Knight’s or Swift’s business, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations, the ability of Knight and Swift to integrate their businesses successfully, competitive responses to the proposed transaction and general economic and business conditions that affect the combined company following the transaction. A detailed discussion of risks related to Knight’s business is included in the section entitled “Risk Factors” in Knight’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 1, 2017 and available at www.sec.gov and www.knighttrans.com under the “Shareholders” tab, as well as any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K updating or supplementing such factors. A detailed discussion of risks related to Swift’s business is included in the section entitled “Risk Factors” in Swift’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 17, 2017 and available at www.sec.gov and http://investor.swifttrans.com/, as well as any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K updating or supplementing such factors. Any forward-looking statements in this joint proxy statement/prospectus are only made as of the date of this joint proxy statement/prospectus, unless otherwise specified, and, except as required by law, neither Knight nor Swift assume any obligation, and each disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this joint proxy statement/prospectus.

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THE KNIGHT SPECIAL MEETING

Date, Time and Place of the Knight Special Meeting

The special meeting of Knight stockholders will be held at [    ] a.m. local time, on [           ], 2017, at Knight’s corporate headquarters located at 20002 North 19th Avenue, Phoenix, Arizona 85027. On or about [           ], 2017, Knight commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled to vote at the Knight special meeting.

Purpose of the Knight Special Meeting

At the Knight special meeting, Knight stockholders will be asked to consider and vote upon the following items:

1. the Knight Merger Proposal;
2. the Knight Board Classification Proposal;
3. the Knight Stockholder Written Consent Proposal;
4. the Knight Adjournment Proposal; and
5. the Knight Advisory Compensation Proposal, as disclosed in “The Transaction — Interests of Knight’s Directors and Officers in the Transaction — Quantification of Potential Payments and Benefits to Knight’s Named Executive Officers.”

Knight’s board of directors is not aware of any other business to be acted upon at the Knight special meeting.

The Knight Supporting Stockholders and Swift entered into the Knight Support Agreements, in which the Knight Supporting Stockholders have agreed to vote their Knight shares in favor of the Knight Required Proposals. These shares represent approximately [    ]% of the aggregate voting power of all Knight shares as of the record date.

Knight Record Date and Quorum

Record Date

The Knight board of directors has fixed the close of business on [           ], 2017 as the record date for determining the Knight stockholders entitled to receive notice of and to vote at the Knight special meeting.

As of the Knight record date, there were [    ] Knight shares outstanding and entitled to vote at the Knight special meeting held by [    ] holders of record. Each Knight share entitles the holder to one vote at the Knight special meeting on each proposal to be considered at the Knight special meeting. Knight shares that are held in treasury will not be entitled to vote at the Knight special meeting.

Quorum

The presence of the Knight stockholders representing a majority of the Knight shares issued and outstanding and entitled to vote at the Knight special meeting, in person or represented by proxy, is necessary to constitute a quorum.

Abstentions will be counted as present for purposes of determining a quorum. Because it is expected that all proposals to be voted on at the Knight special meeting will be “non-routine” matters, broker non-votes (which are Knight shares held by banks, brokers or other nominees that are present in person or by proxy at the Knight special meeting but with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), if any, will not be counted as present for purposes of determining a quorum. Knight shares held in treasury will not be included in the calculation of the number of Knight shares represented at the Knight special meeting for purposes of determining a quorum.

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Required Vote

Required Vote to Approve the Knight Merger Proposal

Approval of the Knight Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding Knight shares.

Required Vote to Approve the Knight Board Classification Proposal

Approval of the Knight Board Classification Proposal requires the affirmative vote of the holders of a majority of all votes cast by the holders of Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present.

Required Vote to Approve the Knight Stockholder Written Consent Proposal

Approval of the Knight Stockholder Written Consent Proposal requires the affirmative vote of the holders of a majority of all votes cast by the holders of Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present.

Required Vote to Approve the Knight Adjournment Proposal

Approval of the Knight Adjournment Proposal requires the affirmative vote of the holders of a majority of all votes cast by the holders of Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present.

Required Vote to Approve the Knight Advisory Compensation Proposal

Approval of the Knight advisory compensation proposal requires the affirmative vote of the holders of a majority of all votes cast by the holders of Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present.

Treatment of Abstentions; Failure to Vote

For purposes of the Knight special meeting, an abstention occurs when a Knight stockholder attends the Knight special meeting in person and does not vote or returns a proxy marked “ABSTAIN.”

For the Knight Merger Proposal, an abstention or a failure to vote will have the same effect as a vote cast “AGAINST” this proposal.
For the Knight Board Classification Proposal, an abstention will have no effect on the vote count for this proposal. If a Knight stockholder fails to vote or to instruct his or her bank, broker or other nominee on how to vote and is not present in person or by proxy at the Knight special meeting, it will also have no effect on the vote count for the Knight Board Classification Proposal.
For the Knight Stockholder Written Consent Proposal, an abstention will have no effect on the vote count for this proposal. If a Knight stockholder fails to vote or to instruct his or her bank, broker or other nominee on how to vote and is not present in person or by proxy at the Knight special meeting, it will also have no effect on the vote count for the Knight Stockholder Written Consent Proposal.
For the Knight Adjournment Proposal, an abstention will have no effect on the vote count for this proposal. If a Knight stockholder fails to vote or to instruct his or her bank, broker or other nominee on how to vote and is not present in person or by proxy at the Knight special meeting, it will also have no effect on the vote count for the Knight Adjournment Proposal.
For the Knight Advisory Compensation Proposal, an abstention will have no effect on the vote count for this proposal. If a Knight stockholder fails to vote or to instruct his or her bank, broker or other nominee on how to vote and is not present in person or by proxy at the Knight special meeting, it will also have no effect on the vote count for the Knight Advisory Compensation Proposal.

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Recommendation of the Knight Board of Directors

The Knight board of directors recommends that the Knight stockholders vote “FOR” the Knight Merger Proposal, “FOR” the Knight Board Classification Proposal, “FOR” the Knight Stockholder Written Consent Proposal, “FOR” the Knight Adjournment Proposal and “FOR” the Knight Advisory Compensation Proposal. See “The Transaction — Knight’s Reasons for the Transaction; Recommendation of the Knight Board of Directors.”

Consummation of the transaction is conditioned on approval of the Knight Merger Proposal and each of the Knight Charter Amendment Proposals, but is not conditioned on the approval of the Knight Adjournment Proposal or the Knight Advisory Compensation Proposal.

Voting by Knight’s Directors and Executive Officers

As of the Knight record date, directors and executive officers of Knight and their affiliates owned and were entitled to vote [    ] Knight shares, representing approximately [    ]% of the Knight shares outstanding on that date, and directors and executive officers of Swift and their affiliates owned and were entitled to vote [    ] Knight shares, representing approximately [    ]% of the Knight shares outstanding on that date. Knight currently expects that Knight’s directors and executive officers will vote their Knight shares in favor of the Knight Proposals, although none of them has entered into any agreement obligating him or her to do so (other than the Knight Supporting Stockholders).

Voting of Proxies; Incomplete Proxies

Giving a proxy means that a Knight stockholder authorizes the persons named in the enclosed proxy card to vote its shares at the Knight special meeting in the manner it directs. A Knight stockholder may vote by proxy or in person at the Knight special meeting. If you hold your Knight shares in your name as a stockholder of record, to submit a proxy, you, as a Knight stockholder, may use one of the following methods:

By Internet.  The web address and instructions for Internet proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Internet proxy submission via the web address indicated on the enclosed proxy card is available 24 hours a day. If you choose to submit your proxy by Internet, then you do not need to return the proxy card. To be valid, your Internet proxy must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting.
By Telephone.  The toll-free number for telephone proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Telephone proxy submission is available 24 hours a day. If you choose to submit your proxy by telephone, then you do not need to return the proxy card. To be valid, your telephone proxy must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting.
By Mail.  Mark the enclosed proxy card, sign and date it, and return it in the postage-paid envelope you have been provided. To be valid, your proxy by mail must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting.
In Person.  You may also vote your shares in person at the Knight special meeting.

Knight requests that Knight stockholders submit their proxies over the Internet, by telephone or by completing and signing the accompanying proxy card and returning it to Knight in the enclosed postage-paid envelope as soon as possible. When the accompanying proxy card is returned properly executed, the Knight shares represented by it will be voted at the Knight special meeting in accordance with the instructions contained on the proxy card.

If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Knight shares represented by your proxy will be voted “FOR” each such proposal in accordance with the recommendation of the Knight board of directors. Unless you check the box on your proxy card to withhold discretionary authority, the proxyholders may use their discretion to vote on the proposals relating to the Knight special meeting.

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If your Knight shares are held in “street name” by a bank, broker or other nominee, you should check the voting form used by that firm to determine whether you may give voting instructions by telephone or the Internet.

EVERY KNIGHT STOCKHOLDER’S VOTE IS IMPORTANT. ACCORDINGLY, EACH KNIGHT STOCKHOLDER SHOULD SUBMIT ITS PROXY VIA THE INTERNET OR BY TELEPHONE, OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD, WHETHER OR NOT THE KNIGHT STOCKHOLDER PLANS TO ATTEND THE KNIGHT SPECIAL MEETING IN PERSON.

Shares Held in Street Name

If your Knight shares are held in “street name” through a bank, broker or other nominee, you must instruct such bank, broker or other nominee on how to vote the shares by following the instructions that the bank, broker or other nominee provides you along with this joint proxy statement/prospectus. Your bank, broker or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your Knight shares, so you should read carefully the materials provided to you by your bank, broker or other nominee.

You may not vote shares held in “street name” by returning a proxy card directly to Knight or by voting in person at the Knight special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Further, banks, brokers or other nominees who hold Knight shares on behalf of their customers may not give a proxy to Knight to vote those shares with respect to any of the Knight proposals without specific instructions from their customers, as banks, brokers and other nominees do not have discretionary voting power on any of the Knight proposals. Therefore, if your Knight shares are held in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares,

1. your bank, broker or other nominee may not vote your shares on the Knight Merger Proposal, which will have the same effect as a vote “AGAINST” this proposal;
2. your bank, broker or other nominee may not vote your shares on the Knight Board Classification Proposal, which will have no effect on the vote count for this proposal;
3. your bank, broker or other nominee may not vote your shares on the Knight Stockholder Written Consent Proposal, which will have no effect on the vote count for this proposal;
4. your bank, broker or other nominee may not vote your shares on the Knight Adjournment Proposal, which will have no effect on the vote count for this proposal; and
5. your bank, broker or other nominee may not vote your shares on the Knight Advisory Compensation Proposal, which will have no effect on the vote count for this proposal.

If your Knight shares are held in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares with respect to any of the Knight proposals, your shares will not be counted toward determining whether a quorum is present. Your shares will be counted toward determining whether a quorum is present if you instruct your bank, broker or other nominee on how to vote your shares with respect to one or more of the Knight proposals.

Revocability of Proxies and Changes to a Knight Stockholder’s Vote

If you are a Knight stockholder of record, you may revoke or change your proxy at any time before it is voted at the Knight special meeting by:

sending a written notice of revocation to the Knight Corporate Secretary, at Knight’s corporate headquarters, 20002 North 19th Avenue, Phoenix, Arizona 85027, that is received by Knight prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting, stating that you would like to revoke your proxy;
submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by Knight prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting; or
attending the Knight special meeting and voting in person.

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If you are a Knight stockholder whose shares are held in “street name” by a bank, broker or other nominee, you may revoke your proxy or voting instructions and vote your shares in person at the Knight special meeting only in accordance with applicable rules and procedures as employed by your bank, broker or other nominee. If your shares are held in an account at a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your proxy or voting instructions and should contact your bank, broker or other nominee to do so.

Attending the Knight special meeting will NOT automatically revoke a proxy that was submitted through the Internet or by telephone or mail. You must vote by ballot at the Knight special meeting to change your vote.

Solicitation of Proxies

The cost of solicitation of proxies from Knight stockholders will be borne by Knight. Knight will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Knight shares. Knight has retained a professional proxy solicitation firm Okapi Partners LLC, to assist in the solicitation of proxies for a base fee of approximately $11,500 plus reasonable out-of-pocket expenses. In addition to solicitations by mail, Knight’s directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation.

Attending the Knight Special Meeting

Subject to space availability and certain security procedures, all Knight stockholders as of the Knight record date, or their duly appointed proxies, may attend the Knight special meeting. Admission to the Knight special meeting will be on a first-come, first-served basis.

Each person attending the Knight special meeting must have proof of ownership of Knight shares, as well as a valid government-issued photo identification, such as a valid driver’s license or passport, to be admitted to the meeting. If you hold your Knight shares in your name as a stockholder of record, you will need proof of ownership of Knight shares. If your Knight shares are held in the name of a bank, broker or other nominee and you plan to attend the Knight special meeting, you must present proof of your ownership of Knight shares, such as a bank or brokerage account statement, to be admitted to the meeting.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Knight special meeting, please contact Okapi Partners LLC, the proxy solicitation agent for Knight, by mail at 1212 Avenue of the Americas, 24th Floor, New York, New York 10036, or by telephone toll-free at (888) 785-6617.

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KNIGHT PROPOSALS
 
Knight Proposal 1: The Knight Merger Proposal

As discussed throughout this joint proxy statement/prospectus, Knight is asking its stockholders to approve the Knight Merger Proposal. Under the terms of the merger agreement, Knight and Swift agreed to a combination transaction after which their respective businesses would be operated separately under a single combined company. The merger is structured as a “combination,” in which a direct wholly owned subsidiary of Swift will merge with and into Knight, with Knight becoming a wholly owned subsidiary of the combined company. Immediately prior to the merger, Swift will change its name to “Knight-Swift Transportation Holdings Inc.” Knight shares currently trade on the NYSE under the symbol “KNX,” and class A shares of Swift currently trade on the NYSE under the symbol “SWFT.” Following the merger, Knight shares will be delisted from the NYSE, deregistered under the Exchange Act and cease to be publicly traded. The combined company shares will be listed on the NYSE and are expected to trade under the current Knight symbol, “KNX.”

Knight stockholders should carefully read this joint proxy statement/prospectus in its entirety, including the annexes and exhibits, for more detailed information concerning the merger agreement and the merger. In particular, Knight stockholders are directed to the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus.

Consummation of the transaction is conditioned on approval of the Knight Merger Proposal.

Vote Required and Knight Board Recommendation

Approval of the Knight Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding Knight shares.

The Knight board of directors recommends a vote “FOR” the Knight Merger Proposal.

Knight Proposal 2: The Knight Board Classification Proposal

Although not required under Arizona law, to comply with SEC requirements Knight is asking its stockholders to approve an amendment to the Swift certificate of incorporation (which after the merger will be the certificate of incorporation of the combined company), pursuant to which the board of directors of the combined company would, like Knight’s current board of directors, be classified into three classes, each comprising as nearly as possible one-third of the directors to serve three-year terms; provided that the first class of directors will serve a term expiring at the combined company’s 2018 annual meeting of stockholders, the second class of directors will serve a term expiring at the combined company’s 2019 annual meeting of stockholders and the third class of directors will serve a term expiring at the combined company’s 2020 annual meeting of stockholders.

Classifying the board of directors of the combined company is intended to encourage continuity in leadership following the transaction, consistent with the current classified structure of Knight’s board of directors.

The combined company certificate of incorporation, the form of which is attached as Annex B to this joint proxy statement/prospectus (which has been marked to show the changes to the Swift certificate of incorporation contemplated by the Charter Amendment Proposals), will govern the combined company following completion of the transaction.

Consummation of the transaction is conditioned on approval of the Knight Board Classification Proposal.

Vote Required and Knight Board Recommendation

Approval of the Knight Board Classification Proposal requires that the votes cast by Knight stockholders present in person or represented by proxy at the Knight special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such stockholders against the proposal.

The Knight board of directors recommends a vote “FOR” the Knight Board Classification Proposal.

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Knight Proposal 3: The Knight Stockholder Written Consent Proposal

Although not required under Arizona law, to comply with SEC requirements Knight is asking its stockholders to approve an amendment to the Swift certificate of incorporation, which after the merger will be the certificate of incorporation of the combined company, pursuant to which stockholders may take action by written consent, in lieu of holding a meeting, if such action is passed by unanimous written consent signed by all stockholders entitled to vote. This standard for stockholder action by written consent is consistent with the standard currently applicable to Knight and its stockholders.

The combined company certificate of incorporation, the form of which is attached as Annex B to this joint proxy statement/prospectus (which has been marked to show the changes to the Swift certificate of incorporation contemplated by the Charter Amendment Proposals), will govern the combined company following completion of the transaction.

Consummation of the transaction is conditioned on approval of the Knight Stockholder Written Consent Proposal.

Vote Required and Knight Board Recommendation

Approval of the Knight Stockholder Written Consent Proposal requires that the votes cast by Knight stockholders present in person or represented by proxy at the Knight special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such stockholders against the proposal.

The Knight board of directors recommends a vote “FOR” the Knight Stockholder Written Consent Proposal.

Knight Proposal 4: The Knight Adjournment Proposal

Knight is asking its stockholders to approve the adjournment of the Knight special meeting to another time and place if necessary or appropriate to solicit additional votes in favor of the Knight Required Proposals. The merger agreement provides that the Knight special meeting will not be postponed or adjourned to a date that is more than thirty days after the date for which the Knight special meeting was originally scheduled without the consent of Swift.

Consummation of the transaction is not conditioned on the approval of the Knight Adjournment Proposal.

Vote Required and Knight Board Recommendation

Approval of the Knight Adjournment Proposal requires that the votes cast by Knight stockholders present in person or represented by proxy at the Knight special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such stockholders against the proposal.

The Knight board of directors recommends a vote “FOR” the Knight Adjournment Proposal.

Knight Proposal 5: The Knight Advisory Compensation Proposal

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) of the Exchange Act, Knight is seeking non-binding, advisory stockholder approval of the compensation of Knight’s named executive officers that is based on or otherwise relates to the transaction as disclosed in “The Transaction — Interests of Knight’s Directors and Officers in the Transaction — Quantification of Potential Payments and Benefits to Knight’s Named Executive Officers.” The proposal gives Knight’s stockholders the opportunity to express their views on the transaction-related compensation of Knight’s named executive officers. Accordingly, Knight is requesting stockholders to adopt the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to Knight’s named executive officers in connection with the transaction, as disclosed pursuant to Item 402(t) of Regulation S-K in “The Transaction — Interests of Knight’s Directors and Officers in the Transaction — Quantification of Potential Payments and Benefits to Knight’s Named Executive Officers” is hereby APPROVED.”

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Consummation of the transaction is not conditioned on approval of the Knight advisory compensation proposal. Because the vote is advisory in nature only, it will not be binding on either Knight or the combined company. Accordingly, to the extent Knight or the combined company is contractually obligated to pay the compensation, the compensation will be payable to the Knight named executive officers, subject only to the conditions applicable thereto, if the merger agreement is approved and adopted and the transaction consummated, regardless of the outcome of the advisory vote.

Vote Required and Knight Board Recommendation

Approval of the Knight advisory compensation proposal requires that the votes cast by Knight stockholders present in person or represented by proxy at the Knight special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such stockholders against the proposal.

The Knight board of directors recommends a vote “FOR” the Knight advisory compensation proposal.

Other Matters to Come Before the Knight Special Meeting

No other matters are intended to be brought before the Knight special meeting by Knight. If any other matters properly come before the Knight special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with the recommendation of the Knight board of directors on any such matter (unless the Knight stockholder checks the box on the proxy card to withhold discretionary voting authority).

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THE SWIFT SPECIAL MEETING

Date, Time and Place

The Swift special meeting will take place at Swift’s corporate offices which are located at 2200 S. 75th Avenue, Phoenix, Arizona 85043, on [   ] at [   ], local time.

Purpose of the Swift Special Meeting

At the Swift special meeting, Swift stockholders will be asked to consider and vote upon the following proposals and any other business that may properly come before the Swift special meeting or any reconvened meeting following any adjournment or postponement of the Swift special meeting:

1. Share Issuance Proposal
2. Charter Amendment Proposals
3. Adjournment Proposal

Recommendation of the Swift Board of Directors

The Swift board of directors has unanimously determined that the merger agreement and the transaction, including each of the Swift charter amendment and the Swift share issuance, are advisable and are fair to and in the best interests of Swift and its stockholders and unanimously recommends that Swift stockholders vote:

“FOR” the Share Issuance Proposal;
“FOR” the Reclassification Proposal;
“FOR” the Reverse Stock Split Proposal;
“FOR” the Board Classification Proposal;
“FOR” the Stockholder Written Consent Proposal;
“FOR” the Additional Amendments Proposal; and
“FOR” the Swift Adjournment Proposal.

Swift Record Date; Shares Entitled to Vote

Only holders of record of class A shares of Swift and class B shares of Swift at the close of business on [      ], 2017, the record date for the Swift special meeting, will be entitled to notice of, and to vote at, the Swift special meeting or any adjournments or postponements thereof. Each class A share of Swift is entitled to cast one vote on each matter that comes before the Swift special meeting and each class B share of Swift is entitled to cast two votes on each matter that comes before the Swift special meeting.

As of the record date for the Swift special meeting, there were [   ] class A shares of Swift and [   ] class B shares of Swift outstanding and entitled to vote at the Swift special meeting.

Voting by Swift’s Directors and Executive Officers

As of the record date for the Swift special meeting, approximately [   ]% of the outstanding class A shares of Swift was held by Swift directors and executive officers and their affiliates and approximately [   ]% of the outstanding class B shares of Swift was held by the Swift Supporting Stockholders. Swift currently expects that the directors and executive officers of Swift will vote their class A shares of Swift and class B shares of Swift, as applicable, in favor of the Share Issuance Proposal and each of the Charter Amendment Proposals, although, other than the Swift Supporting Stockholders, none has entered into any agreements obligating them to do so. The Swift Supporting Stockholders, which hold approximately 55% of the total voting power of the outstanding Swift shares, have agreed to vote in favor of the Share Issuance Proposal and each of the Charter Amendment Proposals, pursuant to the terms and conditions of the Swift Support Agreement. For more information, see “The Transaction Agreements — Description of the Swift Support Agreement.”

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Quorum

Stockholders who hold a majority of the voting power of the Swift shares issued and outstanding on the record date who are entitled to vote must be present in person or represented by proxy to constitute a quorum at the Swift special meeting. Abstentions will be counted as present for purposes of determining a quorum. Because it is expected that all proposals to be voted on at the Swift special meeting will be “non-routine” matters, broker non-votes (which are Swift shares held by banks, brokers or other nominees that are present in person or by proxy at the Swift special meeting but with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), if any, will not be counted as present for purposes of determining a quorum. Swift shares held in treasury will not be included in the calculation of the number of Swift shares represented at the Swift special meeting for purposes of determining a quorum.

Required Vote

The approval of the Share Issuance Proposal requires the affirmative vote of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes), assuming a quorum is present. The approval of each Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share). The approval of the Swift Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share), assuming a quorum is present.

The approval by Swift stockholders of the Share Issuance Proposal and the Charter Amendment Proposals is a condition to the completion of the transaction. If any of the Share Issuance Proposal or the Charter Amendment Proposals are not approved and the applicable condition in the merger agreement is not waived, the transaction will not be completed.

Abstentions and Broker Non-Votes

If you are a Swift stockholder and you fail to vote or abstain from voting, it will have the same effect as a vote against any of the Charter Amendment Proposals, but it will have no effect on the Share Issuance Proposal or the Swift Adjournment Proposal, assuming a quorum is present.

If you are a Swift stockholder and you fail to instruct your broker, bank or nominee to vote your Swift shares, your broker may not vote your shares on any of the Charter Amendment Proposals, the Share Issuance Proposal or the Swift Adjournment Proposal. This will have the same effect as a vote against any of the Charter Amendment Proposals, but it will have no effect on the Share Issuance Proposal or the Swift Adjournment Proposal, assuming a quorum is present.

Shares Held in Street Name

If you hold your Swift shares in a stock brokerage account or if your Swift shares are held by a bank or nominee (that is, in “street name”), you must provide the record holder of your shares with instructions on how to vote your Swift shares. Please follow the voting instructions provided by your broker, bank or nominee. Please note that you may not vote Swift shares held in street name by returning a proxy card directly to Swift or by voting in person at the special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or nominee. Further, brokers who hold Swift shares on behalf of their customers may not give a proxy to Swift to vote those shares without specific instructions from their customers.

If you are a Swift stockholder and you do not instruct your broker, bank or nominee to vote, your broker, bank or nominee may not vote those shares, and it will have the same effect as a vote against any of the Charter Amendment Proposals, but will have no effect on the Share Issuance Proposal or the Swift Adjournment Proposal, assuming a quorum is present.

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Voting Proxies

A proxy card is enclosed for your use. Swift requests that you sign the accompanying proxy and return it promptly in the enclosed postage-paid envelope. You may also vote your shares by telephone or through the Internet. Information and applicable deadlines for voting by telephone or through the Internet are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the Swift shares represented by it will be voted at the Swift special meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy.

If a proxy is signed and returned without an indication as to how the Swift shares represented by the proxy are to be voted with regard to a particular proposal, the Swift shares represented by the proxy will be voted in favor of each such proposal, as applicable. In accordance with the bylaws of Swift and the General Corporation Law of the State of Delaware (referred to as the “DGCL”), business transacted at the Swift special meeting will be limited to those matters set forth in such notice. Nonetheless, if any other matter is properly presented at the Swift special meeting for consideration, it is intended that the persons named in the enclosed proxy and acting thereunder will vote in accordance with their discretion on such matter. As of the date hereof, the management of Swift has no knowledge of any business that will be presented for consideration at the Swift special meeting and which would be required to be set forth in this joint proxy statement/prospectus other than the matters set forth in the accompanying Notice of Special Meeting of Stockholders of Swift.

Your vote is important. Accordingly, please sign and return the enclosed proxy card whether or not you plan to attend the Swift special meeting in person.

Revocability of Proxies or Voting Instructions

If you are a holder of record of Swift shares on the record date for the Swift special meeting, you have the power to revoke your proxy at any time before your proxy is voted at the Swift special meeting. You can revoke your proxy in one of three ways:

you can send a signed notice of revocation;
you can grant a new, valid proxy bearing a later date; or
if you are a holder of record, you can attend the Swift special meeting and vote in person, which will automatically cancel any proxy previously given, or you can revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.

Attending the Swift special meeting without voting will not, by itself, revoke your proxy. If your Swift shares are held by a bank, broker or nominee, you should follow the instructions provided by the bank, broker or nominee.

If you choose either of the first two methods, you must deliver your notice of revocation or your new proxy to the corporate secretary of Swift at 2200 S. 75th Avenue, Phoenix, Arizona 85043, no later than the beginning of the Swift special meeting. If you have voted your shares by telephone or through the Internet, you may revoke your prior telephone or Internet vote by recording a different vote using the telephone or Internet, or by signing and returning a proxy card dated as of a date that is later than your last telephone or Internet vote.

Solicitation of Proxies

The cost of proxy solicitation for the Swift special meeting will be borne by Swift. In addition to the use of the mail, proxies may be solicited by officers and directors and regular employees of Swift, without additional remuneration, by personal interview, telephone, facsimile or otherwise. Swift will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on the record date and will provide customary reimbursement to such firms for the cost of forwarding these materials. Swift has retained Innisfree M&A Incorporated to assist in its solicitation of proxies and has agreed to pay them a fee of approximately $17,500, plus reasonable expenses, for these services.

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SWIFT PROPOSALS
 
Swift Proposal 1: The Share Issuance Proposal

Swift is asking its stockholders to approve the issuance of class A shares of Swift to Knight stockholders in connection with the transaction and in respect of Knight equity awards after the effective time of the merger. Swift stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement and the Swift share issuance. For a detailed discussion of the terms of the merger agreement and the transaction, including the Swift share issuance, see “The Transaction Agreements — Description of the Merger Agreement” or Annex A to this joint proxy statement/prospectus for the full text of the merger agreement.

Approval of the Share Issuance Proposal is a condition to the closing of the merger.  If the Share Issuance Proposal is not approved, the transaction will not occur. For a detailed discussion of the conditions of the transaction, see “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

Required Vote

The approval of the Share Issuance Proposal requires the affirmative vote of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of entitled to two votes per share), assuming a quorum is present.

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Share Issuance Proposal.

Swift Proposal 2: The Reclassification Proposal

Swift is asking its stockholders to approve an amendment to the Swift certificate of incorporation, pursuant to which Swift’s current dual-class common stock structure will be eliminated by converting each issued and outstanding class B share of Swift into one class A share of Swift. Following the effectiveness of the Swift Share Reclassification, Swift will have a single class of common stock outstanding, Swift Class A Common Stock, with each share entitled to one vote.

The changes to the current Swift certificate of incorporation in connection with the Reclassification Proposal are reflected in the text of the amended and restated Swift certificate of incorporation, substantially in the form included as Annex B to this joint proxy statement/prospectus, which has been marked to show changes to the Swift certificate of incorporation. Swift stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the Swift Share Reclassification and are urged to carefully read the entire amendment to the Swift certificate of incorporation included as Annex B to this joint proxy statement/prospectus before voting on this proposal.

Under the terms of the merger agreement, this amended and restated Swift certificate of incorporation would become effective immediately prior to the effective time of the merger. If Swift and Knight do not complete the transaction, Swift will not amend the Swift certificate of incorporation to effect the Swift Share Reclassification contemplated by the Reclassification Proposal, notwithstanding that Swift stockholders may have previously approved the Reclassification Proposal.

Approval of the Reclassification Proposal is a condition to the closing of the transaction.  If the Reclassification Proposal is not approved, the transaction will not occur. For a detailed discussion of the conditions of the transaction, see “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

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Required Vote

The approval of the Reclassification Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share).

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Reclassification Proposal.

Swift Proposal 3: The Reverse Stock Split Proposal

Swift is asking its stockholders to approve an amendment to the current Swift certificate of incorporation, pursuant to which, immediately after the Swift Share Reclassification, by means of a reverse stock split, each issued and outstanding class A share of Swift (including each class A share of Swift into which the class B shares of Swift were converted) will be consolidated into 0.720 of a class A share of Swift. The Reverse Stock Split will allow for the one-for-one ratio at which Knight shares will be converted into combined company shares and will allow for greater continuity with respect to the prior trading performance of Knight shares.

Proportionate voting rights and other rights of the holders of class A shares of Swift would not be affected by the Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional shares as described below). For example, a holder of 2% of the voting power of the outstanding class A shares of Swift immediately prior to the effective time of the Reverse Stock Split would continue to hold 2% of the voting power of the outstanding class A shares of Swift after the Reverse Stock Split, subject to dilution as a result of the merger and the other transactions contemplated by the merger agreement, including the Swift Share Reclassification. The number of stockholders of record would not be affected by the Reverse Stock Split (except to the extent that any stockholder holds only a fractional share interest and receives cash for such interest after the Reverse Stock Split).

The changes to the current Swift certificate of incorporation in connection with the Reverse Stock Split Proposal are reflected in the text of the amended and restated Swift certificate of incorporation, substantially in the form included as Annex B to this joint proxy statement/prospectus, which has been marked to show changes to the current Swift certificate of incorporation. Swift stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the Reverse Stock Split and are urged to carefully read the entire amendment to the Swift certificate of incorporation included as Annex B to this joint proxy statement/prospectus before voting on this proposal. If Swift and Knight do not complete the transaction, Swift will not amend the Swift certificate of incorporation to effect the Reverse Stock Split contemplated by the Reverse Stock Split Proposal, notwithstanding that Swift stockholders may have previously approved the Reverse Stock Split Proposal.

Approval of the Reverse Stock Split Proposal is a condition to the closing of the transaction.  If the Reverse Stock Split Proposal is not approved, the transaction will not occur. For a detailed discussion of the conditions of the transaction, see “The Transaction Agreements — Description of the Merger Agreement —  Conditions to Completion of the Transaction.”

Required Vote

The approval of the Reverse Stock Split Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes).

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Reverse Stock Split Proposal.

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Swift Proposal 4: The Board Classification Proposal

Swift is asking its stockholders to approve an amendment to the Swift certificate of incorporation, pursuant to which the board of directors would be classified into three classes, each comprising as nearly as possible one-third of the directors to serve three-year terms; provided that if the Board Classification Proposal is approved at the Swift special meeting, the first class of directors will serve a term expiring at the combined company’s 2018 annual meeting of stockholders, the second class of directors will serve a term expiring at the combined company’s 2019 annual meeting of stockholders and the third class of directors will serve a term expiring at the combined company’s 2019 annual meeting of stockholders.

Classifying the board of directors is intended to encourage continuity in leadership following the closing of the transaction, consistent with the current classified structure of Knight’s board of directors.

The changes to the Swift certificate of incorporation in connection with the Board Classification Proposal are reflected in the text of the amended and restated Swift certificate of incorporation, substantially in the form included as Annex B to this joint proxy statement/prospectus, which has been marked to show changes to the Swift certificate of incorporation. Swift stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the Board Classification Proposal and are urged to carefully read the entire amendment to the current Swift certificate of incorporation included as Annex B to this joint proxy statement/prospectus before voting on this proposal. If Swift and Knight do not complete the transaction, Swift will not amend the current Swift certificate of incorporation to effect the Board Classification contemplated by the Board Classification Proposal, notwithstanding that Swift stockholders may have previously approved the Board Classification Proposal.

Approval of the Board Classification Proposal is a condition to the closing of the transaction.  If the Board Classification Proposal is not approved, the transaction will not occur. For a detailed discussion of the conditions of the transaction, see “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

Required Vote

The approval of the Board Classification Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share).

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Board Classification Proposal.

Swift Proposal 5: The Stockholder Written Consent Proposal

Swift is asking its stockholders to approve an amendment to the current Swift certificate of incorporation, pursuant to which stockholders may take action by written consent, in lieu of holding a meeting, if such action is passed by unanimous written consent signed by all stockholders entitled to vote.

The changes to the current Swift certificate of incorporation in connection with the Stockholder Written Consent Proposal are reflected in the text of the amended and restated Swift certificate of incorporation, substantially in the form included as Annex B to this joint proxy statement/prospectus, which has been marked to show changes to the current Swift certificate of incorporation. Swift stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the Stockholder Written Consent and are urged to carefully read the entire amendment to the current Swift certificate of incorporation included as Annex B to this joint proxy statement/prospectus before voting on this proposal. If Swift and Knight do not complete the transaction, Swift will not amend the Swift certificate of incorporation to effect the Stockholder Written Consent contemplated by the Stockholder Written Consent Proposal, notwithstanding that Swift stockholders may have previously approved the Stockholder Written Consent Proposal.

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Approval of the Stockholder Written Consent Proposal is a condition to the closing of the transaction.  If the Stockholder Written Consent Proposal is not approved, the transaction will not occur. For a detailed discussion of the conditions of the transaction, see “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

Required Vote

The approval of the Stockholder Written Consent Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share).

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Stockholder Written Consent Proposal.

Swift Proposal 6: The Additional Amendments Proposal

Swift is asking its stockholders to approve certain additional amendments to the Swift certificate of incorporation as shown in Annex B to this joint proxy statement/prospectus. These amendments include the following:

changing the combined company’s corporate name from “Swift Transportation Company” to “Knight-Swift Transportation Holdings Inc.”;
providing that the size of the combined company’s board may be fixed by the board of directors and shall not be limited to fifteen directors;
removing the corporate opportunity waiver contained in the Swift certificate of incorporation; and
deleting the restriction that requires a special meeting of stockholders to be held within 12 months of an annual or special meeting.

In addition, the amended Swift certificate of incorporation will include certain technical changes and will reflect that the amended Swift certificate of incorporation will be the Second Amended and Restated Certificate of Incorporation. The provisions of the amended and restated certificate of incorporation were negotiated by the parties to the merger agreement and are considered by the parties to be an integral part of the transaction.

The changes to the current Swift certificate of incorporation in connection with the Additional Amendments Proposal are reflected in the text of the amended and restated Swift certificate of incorporation, substantially in the form included as Annex B to this joint proxy statement/prospectus, which has been marked to show changes to the Swift certificate of incorporation. Swift stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the Additional Amendments and are urged to carefully read the entire amendment to the current Swift certificate of incorporation included as Annex B to this joint proxy statement/prospectus before voting on this proposal. If Swift and Knight do not complete the transaction, Swift will not amend the Swift certificate of incorporation to effect the Additional Amendments contemplated by the Additional Amendments Proposal, notwithstanding that Swift stockholders may have previously approved the Additional Amendments Proposal.

Approval of the Additional Amendments Proposal is a condition to the closing of the transaction.  If the Additional Amendments Proposal is not approved, the transaction will not occur. For a detailed discussion of the conditions of the transaction, see “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

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Required Vote

The approval of the Additional Amendments Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share).

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Additional Amendments Proposal.

Swift Proposal 7: The Swift Adjournment Proposal

Swift stockholders are being asked to approve the adjournment of the Swift special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Share Issuance Proposal and the Charter Amendment Proposals, if there are insufficient votes at the time of such adjournment to approve such proposals.

If, at the Swift special meeting, the number of Swift shares present or represented and voting in favor of the Share Issuance Proposal and each of the Charter Amendment Proposals is insufficient to approve such proposals, Swift may move to adjourn the Swift special meeting in order to enable the Swift board of directors to solicit additional proxies for approval of such proposals, subject to the terms of the merger agreement.

Required Vote

Approval of the Swift Adjournment Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of Swift shares, assuming a quorum is present.

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Swift Adjournment Proposal.

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THE TRANSACTION

The following is a description of certain material aspects of the transaction. This description may not contain all of the information that may be important to you. The discussion of the transaction in this joint proxy statement/prospectus is qualified in its entirety by reference to the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A, the form of combined company’s Certificate of Incorporation and Bylaws that will be in effect as of the closing of the transaction, each of which is filed as an exhibit to the registration statement to which this joint proxy statement/prospectus relates, the voting agreements, each of which is filed as an exhibit to the registration statement to which this joint proxy statement/prospectus relates and the stockholders agreements and the Moyes letter agreement, each of which is filed as an exhibit to the registration statement to which this joint proxy statement/prospectus relates. We encourage you to read carefully this entire joint proxy statement/prospectus, including the annexes and exhibits to, and the documents incorporated by reference in, this joint proxy statement/prospectus and the exhibits to the registration statement to which this joint proxy statement/prospectus relates, for a more complete understanding of the transaction and documents incorporated by reference. This section is not intended to provide you with any factual information about Knight or Swift. Such information can be found elsewhere in this joint proxy statement/prospectus and in the public filings Knight and Swift make with the SEC, as described in “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

General Description of the Transaction

Under the terms of the merger agreement, Knight and Swift agreed to a combination transaction after which their respective businesses would be operated separately under a single combined company. The transaction will be implemented through several steps that will occur in immediate succession.

First, Swift’s certificate of incorporation will be amended. As a result of this amendment, all of the outstanding class B shares of Swift (each of which is currently entitled to two votes) will convert into an equal number of class A shares of Swift (each of which is currently entitled to one vote) and immediately afterwards each outstanding class A share of Swift (including those class A shares into which the class B shares were converted) will be combined by means of a reverse stock split into 0.720 of a class A share of Swift. No holder of class A shares of Swift will be issued fractional shares in the Reverse Stock Split. Each holder of class A shares of Swift subject to the Reverse Stock Split who would otherwise have been entitled to receive a fraction of a combined company share (after aggregating all shares held by such holder) will receive cash in an amount equal to the Swift fractional share consideration.

As part of the amendment to its certificate of incorporation, Swift will change its name to “Knight-Swift Transportation Holdings Inc.”, which will be the name of the combined company.

Immediately after the amendment to Swift’s certificate of incorporation, a direct wholly owned subsidiary of Swift will merge with and into Knight, with Knight becoming a wholly owned subsidiary of the combined company. In the merger, each Knight share issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one combined company share.

After consummation of the transaction, Knight and Swift stockholders are expected to own approximately 46% and 54%, respectively, of the outstanding combined company shares. Knight shares currently trade on the NYSE under the symbol “KNX,” and class A shares of Swift currently trade on the NYSE under the symbol “SWFT.” Following the closing of the transaction, there will be one class of combined company shares outstanding, which will be listed on the NYSE and is expected to trade under the symbol “KNX.” Based on the number of outstanding Knight and Swift shares as of [           ], 2017, and the Knight and Swift equity awards expected to vest in connection with the transaction, a total of approximately [    ] combined company shares are expected to be outstanding immediately after the completion of the transaction.

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Consideration to be Received by the Knight Stockholders

In the merger, each Knight share issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one combined company share.

The merger consideration will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend, any dividend or distribution of securities convertible into Knight shares or class A shares of Swift, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Knight shares or class A shares of Swift outstanding after the date of the merger agreement and prior to the effective time of the merger (in each case, other than the Swift Share Reclassification and Reverse Stock Split).

Background of the Transaction

The Swift board of directors and management team periodically and in the ordinary course evaluate and consider a variety of financial and strategic opportunities to enhance stockholder value as part of Swift’s long-term business plans and operating strategies in light of industry, regulatory and economic trends and developments.

Similarly, Knight’s board of directors and management team periodically and in the ordinary course evaluate and consider a variety of financial and strategic opportunities to enhance Knight’s growth prospects as Knight’s board of directors and management team seek to build stockholder value by improving operations at acquired companies.

The Knight and the Swift organizations have a long-standing familiarity with each other’s businesses as the two largest truckload companies in Phoenix, Arizona, with Kevin Knight, Executive Chairman of the board of directors of Knight, and Gary Knight, Vice Chairman of the board of directors of Knight, having previously worked at Swift until 1990. Representatives of Swift and Knight have discussed a possible combination informally at various points over the past several years.

On August 30, 2016, Mr. Moyes and Mr. Kevin Knight had a meeting at which Mr. Kevin Knight expressed Knight’s interest in combining Knight and Swift. Mr. Moyes stated that in his view as a stockholder, such a combination could have merit. No proposal was made at this meeting and the parties did not discuss any financial terms of a potential transaction. Mr. Moyes told Mr. Kevin Knight that he would inform Richard H. Dozer, Chairman of the Swift board of directors, of the discussion and that if the Swift board of directors was interested in pursuing such a transaction the financial terms of any transaction would be negotiated by the companies’ respective boards of directors with the assistance of their financial and legal advisors.

In late August 2016, Mr. Moyes informed Mr. Dozer of his discussion with Mr. Kevin Knight and of Knight’s interest in a potential combination of Knight and Swift and from time to time thereafter Mr. Moyes informed Mr. Dozer on a regular basis of his interactions with Knight. Shortly thereafter, Mr. Kevin Knight called Mr. Dozer to express Knight’s interest in a strategic combination between Knight and Swift. The parties conceptually discussed a potential transaction structure that would allow each company to continue to operate independently under common ownership without any discussion regarding price or other economic terms.

On September 1, 2016, the Knight board of directors held a meeting and briefly discussed a potential acquisition opportunity related to Swift.

On September 7, 2016 the Swift board of directors held a meeting at which Knight’s interest in a potential combination of Knight and Swift was discussed.

On September 8, 2016, Swift announced that Richard Stocking, Swift’s President and Chief Operating Officer, was appointed to the position of President and Co-Chief Executive Officer, effective immediately. Also on September 8, 2016, Swift announced that Mr. Moyes would retire from Swift effective December 31, 2016 and would serve as Co-Chief Executive Officer through his retirement date and would serve as a consultant with the title of Founder and Chairman Emeritus and would continue as a member of the Swift board of directors following his retirement date.

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On September 8, 2016, Mr. Kevin Knight called Mr. Dozer to schedule a meeting later in the month to further explore a potential combination of Knight and Swift.

On the morning of September 23, 2016, Mr. Dozer, Mr. Moyes and Messrs. Kevin and Gary Knight had a meeting to discuss the strategic rationale for a combination of Knight and Swift, including the potential management team of the combined company. No proposal was made at this meeting and the parties did not discuss any financial terms of a potential transaction.

On the morning of September 26, 2016, Mr. Dozer met with Messrs. Knight to further discuss potential terms of a combination, including the potential management team of a combined company.

On September 26, 2016, the Swift board of directors held a meeting to discuss a potential transaction with Knight, including the engagement of legal and financial advisors to assist with Swift’s evaluation of a potential transaction. In attendance were representatives of Swift’s management team. At that meeting, the Swift board of directors authorized the engagement of Kirkland as counsel to Swift in connection with the evaluation of a potential transaction with Knight and decided to select a financial advisor at a later date following interviews of investment banks.

On September 30, 2016, Mr. Mark Scudder of Scudder Law Firm, P.C., L.L.O. (referred to as the “Scudder Law Firm”), counsel to Mr. Moyes, met with Mr. Kevin Knight to discuss potential governance and voting terms applicable to Mr. Moyes as a stockholder that would need to be resolved should a potential transaction be further pursued by Knight and Swift. No financial terms of a potential transaction were discussed at this meeting.

On October 3, 2016, Mr. Kevin Knight informed Mr. Dozer that Knight would be instructing Fried Frank, Knight’s transaction counsel, to send a mutual nondisclosure agreement to Kirkland.

On October 4, 2016, Kirkland received a draft mutual nondisclosure agreement from Fried Frank.

On October 5, 2016, a meeting of the Swift board of directors was convened to discuss the draft nondisclosure agreement that had been received, as well as various other aspects of a potential transaction with Knight. In attendance were representatives of Swift’s management team and representatives of Kirkland. Representatives of Kirkland briefed the Swift board of directors on the material terms of the nondisclosure agreement (including mutual standstill obligations), the transaction evaluation process generally, and the engagement of an investment bank to assist with evaluating a potential combination with Knight. At the conclusion of the meeting, the Swift board of directors scheduled a meeting in Phoenix later in October to interview potential financial advisors and invited all directors who were able to attend the meeting to participate, with those directors attending to report back to the directors who would not be attending with their recommendation for a financial advisor.

On October 6, 2016, Mr. Kevin Knight informed Mr. Dozer that Knight was presently focused on preparing for its quarterly earnings announcement and would not likely be in a position to submit a proposal with respect to a potential transaction until sometime after quarterly earnings were to be released.

Between October 6, 2016 and October 10, 2016, Mr. Mark Scudder and Mr. Gary Knight engaged in further conversations regarding potential governance and voting terms that would apply to Mr. Moyes as a stockholder should a potential transaction be further pursued by Knight and Swift. No financial terms of a potential transaction were discussed during these conversations.

On October 19, 2016, Mr. Mark Scudder had a telephone conference with Mr. Gary Hourihan of Echelon Compensation Partners, regarding the history, organizational structure, and corporate governance background of both companies, as well as the potential management, governance and voting issues to be discussed at the October 20 meeting.

On October 20, 2016, Mr. Moyes, Mr. Earl Scudder of the Scudder Law Firm, Mr. Mark Scudder, Messrs. Knight and other representatives of Knight met to discuss potential governance and share ownership matters that would affect Mr. Moyes as a stockholder should a potential transaction be further pursued by Knight and Swift. Mr. Moyes indicated at the meeting that he and his family members would be prepared to relinquish their high-vote shares in any transaction and to receive the same consideration as the other

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stockholders of Swift in any potential transaction. The parties did not discuss the potential exchange ratio or other financial terms of a potential transaction during this discussion.

On October 21, 2016, Knight sent Mr. Mark Scudder an outline of several issues relating to the governance and voting terms that would apply to Mr. Moyes as a stockholder should a potential transaction be further pursued by Knight and Swift. From time to time thereafter Mr. Mark Scudder had occasional discussions with representatives of Knight regarding the governance and voting terms that would apply to Mr. Moyes as a stockholder should a potential transaction be further pursued by Knight and Swift. The parties did not discuss the potential exchange ratio or other financial terms of a potential transaction during these discussions, and Mr. Moyes kept Mr. Dozer apprised of these discussions.

On October 27, 2016, Messrs. Dozer, Moyes, Riley and Vander Ploeg, members of Swift management and representatives of Kirkland met with three investment banks and discussed the potential engagement of a financial advisor in connection with a range of potential strategic transactions involving Swift and the investment banks’ respective qualifications, reputations and experience.

On November 3, 2016, the Swift board of directors held a meeting at which representatives of Swift’s management team and representatives of Kirkland and representatives of Pearl Meyer, Swift’s compensation consultant, were in attendance. The Swift board of directors discussed the October 27 investment bank interviews and further discussed the retention of a financial advisor in connection with the evaluation of a potential transaction involving Knight. The Swift board of directors concluded that it would not make a decision to engage a financial advisor until a proposal was received from Knight. The Swift board of directors also discussed the recommendations of Pearl Meyer regarding compensation for members of the Swift board of directors, to be paid on a per meeting basis, for the potential significant additional work associated with the evaluation of the potential transaction, and thereafter approved such additional compensation.

On November 8, 2016, the Knight board of directors held a regularly scheduled meeting attended by members of Knight’s management team and representatives of Evercore, Fried Frank and Ryley, Carlock & Applewhite, P.C. (referred to as “Ryley Carlock”), counsel to Knight. At the meeting, representatives of Fried Frank discussed with the directors their fiduciary duties in considering a potential combination with Swift, as well as terms potentially applicable to any such combination, as well as standstill and other terms potentially applicable to Mr. Moyes and his family members as stockholders of the combined company. At the meeting, representatives of Evercore discussed with the board their preliminary financial analysis of a potential transaction.

On November 16, 2016, the Swift board of directors held a meeting at which representatives of Swift’s management team and representatives of Kirkland were in attendance. At the meeting, the Swift directors discussed the status of the potential transaction with Knight and the potential timing for receipt of a proposal from Knight.

On November 28, 2016, the Knight board of directors held a meeting attended by members of Knight’s management team and representatives of Evercore, Fried Frank and Ryley Carlock. At the meeting, Knight’s management team reviewed a draft indication of interest (referred to as the “Initial Proposal”) for a potential combination with Swift. After discussion, the board authorized Knight management to deliver the Initial Proposal to Swift.

On November 28, 2016, Mr. Kevin Knight sent the Initial Proposal to Mr. Dozer. The Initial Proposal contemplated a combination of Knight and Swift in an all-stock transaction in which each class A share of Swift and class B share of Swift would be exchanged for 0.740 of a share of the combined company, and each share of Knight would be exchanged for one combined company share. The 0.740 proposed exchange ratio represented a 3% premium to Swift’s closing share price of $25.36 on November 25th, a 2% premium to the 90-day average exchange ratio and a 10% premium to the 180-day average exchange ratio, in each case calculated using the volume-weighted average intraday share prices of Knight and Swift. Based on the 0.740 proposed exchange ratio, following the closing of a potential business combination, Swift stockholders would own approximately 55% of the combined company, with Knight stockholders owning the remaining 45%. The Initial Proposal was expressly subject to due diligence with respect to various contingent liabilities and potential asset valuation adjustments, for which Knight requested additional information to assess. The Initial

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Proposal contemplated that (1) the combined company would include a number of Swift directors to be mutually agreed upon, but the combined company’s board of directors would have a majority of its directors comprised of current directors of Knight; (2) certain of Swift’s key executive officers and operating team members would continue to hold leadership roles over Swift’s business after closing; and (3) both companies would continue to operate as distinct businesses with separate brands. In addition, the Initial Proposal stated that the new name of the combined company would include both the “Knight” and “Swift” names.

On November 28, 2016 Mr. Dozer acknowledged receipt of the Initial Proposal via email to Mr. Kevin Knight.

On December 1, 2016, the Swift board of directors met to discuss the Initial Proposal. Members of Swift management and representatives of Kirkland were present at the meeting. At the meeting, the Swift board of directors approved the selection of Morgan Stanley as its financial advisor. Swift retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. The representatives of Kirkland discussed various legal and process considerations relating to the Initial Proposal. At the meeting, the Swift board of directors also decided that in light of the importance of any decisions regarding the Initial Proposal and to provide additional time for the directors to consider the Initial Proposal with the benefit of legal and financial advice, the Swift board of directors would further discuss these matters at the next quarterly meeting on December 22, 2016, during which Morgan Stanley would provide its preliminary financial analysis relating to the Initial Proposal. The Swift board of directors then further discussed process and next steps, including designating a single point of contact for discussions with Knight or other potentially interested parties, and the Swift board of directors unanimously agreed that Mr. Dozer should serve as the Company’s primary point of contact for all such discussions.

On December 13, 2016, Mr. Dozer distributed to the Swift board of directors and the Swift senior management team a set of guidelines, prepared with assistance from Kirkland, which provided, among other things, that all communications on behalf of Swift with any counterparty relating to a possible transaction should be conducted by or at the direction of Mr. Dozer, and that no director or officer should engage in individual conversation regarding the potential transaction with any counterparty or its advisors without Mr. Dozer’s supervision or approval. The guidelines further provided that no confidential information of Swift, including information regarding a potential transaction, may be shared with any third party without the permission of Mr. Dozer. Mr. Dozer further noted that, as previously communicated to the Swift board of directors, in order to be in a position to engage with Knight should the Swift board of directors decide to move forward with discussions, Kirkland was proceeding with negotiating the draft nondisclosure agreement so that the parties would be in a position to further explore the potential transaction should the Swift board of directors decide to do so.

On December 19, 2016, Kirkland sent to Fried Frank a revised draft of the nondisclosure agreement.

On December 22, 2016, the Swift board of directors held its quarterly meeting at which the Initial Proposal was discussed, with representatives of Swift’s management, Kirkland and Morgan Stanley in attendance. Each of Mr. Moyes and Mr. Dozer recounted for the Swift board of directors his prior interactions with Knight regarding a potential transaction. Representatives of Kirkland reviewed the key terms and legal aspects of the Initial Proposal, and discussed with the Swift board of directors various legal matters, including the directors’ fiduciary duties, the guidelines that had been distributed to the Swift board of directors on December 13th, process considerations and various aspects of strategic transactions involving companies with significant stockholders. The representatives of Kirkland noted that the Initial Proposal remained subject to due diligence relating to various contingent liabilities relating to Swift. During the meeting, Swift’s management team delivered a presentation regarding Swift’s management projections, based on the Swift December standalone projections and the Swift December standalone projections (as further described in the section entitled “— Swift Management’s Unaudited Prospective Financial Information”). Morgan Stanley also