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March 21, 2023

U.S. Xpress to be Acquired by Knight-Swift Transportation

King & Spalding advised the Special Committee of the Board of Directors of U.S. Xpress Enterprises, Inc. (NYSE: USX) ("U.S. Xpress") in its pending acquisition by Knight-Swift Transportation Holdings Inc. (NYSE: KNX) ("Knight-Swift"). On March 21, 2023, the companies announced an agreement under which Knight-Swift will acquire U.S. Xpress for a total enterprise value of approximately $808 million, excluding transaction costs. The transaction has been unanimously approved by the Board of Directors of Knight-Swift and a Special Committee of the independent directors of the U.S. Xpress Board of Directors (“Special Committee”). It is expected to close late in the second quarter or early third quarter of 2023, subject to customary closing conditions.

U.S. Xpress is based in Chattanooga, Tennessee and generated approximately $2.2 billion in total operating revenue in 2022 while serving its blue-chip customer base through a network of approximately 14 facilities, primarily located across the eastern United States. Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple truckload transportation, less-than-truckload, logistics, and business services to the shipping and transportation sectors.

The King & Spalding M&A team consisted of Erik Belenky, Keith Townsend, Matt Dixon, Brett Schroeder, Andrea Demick, and Kristen Landers. The team is also comprised of Norm Armstrong and Albert Kim for Antitrust,  Jonathan Talansky and Andrew Todd for Tax, Amanda Sonneborn and Matthew Krimski for Labor & Employment, Jake Downing and Jessica Stricklin for Executive Compensation and Employee Benefits, Natalie Whitaker for Real Estate, Cynthia Stroman for Environmental, Health and Safety, Christine Savage for Trade, Scott Petty and Laura Huffman for Intellectual Property, and Chris Burris and Sumon Dantiki for Cybersecurity and Data Privacy, with support from Rob Leclerc and Tim FitzSimons.