TFI International Inc. (NYSE and TSX: TFII) (“TFI”), a North
American leader in the transportation and logistics industry, has
signed a definitive agreement to sell CFI’s Truckload, Temp Control
and Mexican non-asset logistics businesses (the “CFI TL, TC &
MX Business”) to Heartland Express, Inc. (NASDAQ: HTLD)
(“Heartland”) for US$525 million, subject to certain agreed upon
adjustments. The transaction is subject to the satisfaction or
waiver of usual and customary closing conditions, including
regulatory approvals.
The CFI TL, TC & MX Business currently
operates primarily in the US-based Conventional TL operating
segment of TFI’s Truckload segment and provides comprehensive
truckload service offerings, including time definite dry-van
truckload, long-haul and short-haul freight transportation, reefer
transportation and Mexico-based non-asset logistics services. The
CFI TL, TC & MX Business has ~2,000 tractors, ~7,800 trailers
and ~2,800 employees. CFI’s Mexican logistics business has a
network of nearly 200 C-TPAT certified Mexico carrier partners. TFI
is keeping the Dedicated and US Logistics (non-asset US based
logistics services provider) divisions.
Alain Bédard, Chairman, President and Chief
Executive Officer of TFI, commented, “We are incredibly pleased to
announce this strategic transaction which is tremendously
beneficial for all involved – a true win-win-win for TFI
International, Heartland, and of course the CFI TL, TC & MX
Business itself, which is a strong cultural fit with Heartland and
will have expanded opportunities to prosper with a leader in
asset-based trucking. For TFI, the decision to sell was reached
following a thorough evaluation of our portfolio, and aligns
perfectly with our longstanding focus on driving cash flow and
ROIC. Specifically, by allowing TFI to concentrate its US
operations on higher-return LTL, asset-light logistics, and
specialized truckload, this transaction will reduce our capital
intensity, with some of the proceeds used to pay down debt in the
near term and over time redeployed with the objective of generating
higher returns. We thank the CFI teams that are now joining
Heartland for their tremendous contributions to TFI over the years
and wish them all the very best in the years ahead.”
“We are proud to welcome the CFI team to our
growing family of companies as soon as the transaction closes,”
said Michael Gerdin, Chairman and CEO of Heartland Express. “CFI
will continue to operate from Joplin, Missouri, under its legendary
brand and existing leadership. Together, our companies will offer
customers the nation’s third largest asset-based, irregular route
truckload capacity and drivers unparalleled opportunity. We have
appreciated working with the teams from TFI International and CFI
to reach this highly strategic and commonsense transaction for the
benefit of all parties.”
FINANCIAL HIGHLIGHTSThe CFI TL,
TC & MX Business generated approximately US$450 million in
revenue before fuel surcharge and operating income of approximately
US$50 million in 2021. Pro forma for the transaction, TFI expects
its FY 2022 EPS guidance of US$8.00 to remain unchanged, and pro
forma funded debt-to-EBITDA ratio2 (ratio of total debt, net of
cash, plus letters of credit and some other long-term liabilities
to earnings before interest, income tax, depreciation and
amortization (“EBITDA”), including the trailing twelve months
adjusted EBITDA from business acquisitions) to decline to
approximately 1.0x from approximately 1.3x as of June 30, 2022. The
CFI TL, TC & MX Business is the most capital intensive in the
TFI portfolio.
TFI will retain its Dedicated and US Logistics
businesses. For the Dedicated business, revenue and operating
income for the trailing 12-month period ended June 30, 2022 was
~US$401 million and ~US$21 million, respectively. For the US
Logistics business, revenue and operating income for the trailing
12-month period ended June 30, 2022 was ~US$146 million and ~US$11
million, respectively.
TIMING AND APPROVALSThe
transaction has been unanimously approved by the boards of both TFI
and Heartland and is expected to close in the third quarter of 2022
subject to the satisfaction or waiver of usual and customary
closing conditions, including regulatory approvals.
ADVISORSJ.P. Morgan Securities LLC served as
exclusive financial advisor to TFI International.
ABOUT TFI INTERNATIONALTFI
International Inc. is a North American leader in the transportation
and logistics industry, operating across the United States, Canada
and Mexico through its subsidiaries. TFI International creates
value for shareholders by identifying strategic acquisitions and
managing a growing network of wholly-owned operating subsidiaries.
Under the TFI International umbrella, companies benefit from
financial and operational resources to build their businesses and
increase their efficiency. TFI International companies service the
following segments:
- Package and Courier;
- Less-Than-Truckload;
- Truckload;
- Logistics.
TFI International Inc. is publicly traded on the
New York Stock Exchange and the Toronto Stock Exchange under the
symbol TFII. For more information, visit www.tfiintl.com.
For further information:Alain BédardChairman,
President and CEOTFI International
Inc.647-729-4079abedard@tfiintl.com
ABOUT HEARTLAND
EXPRESSHeartland Express, Inc. is an irregular route
truckload carrier based in North Liberty, Iowa, serving customers
with shipping lanes throughout the United States. Heartland focuses
on medium to short haul regional freight, offering shippers
industry-leading on-time service so they can achieve their
strategic goals for their customers. Since its initial public
offering in 1986, Heartland has grown from approximately $20
million in revenue to one of North America’s largest, most
profitable, and best capitalized truckload carriers. Heartland has
been recognized 18 times by Forbes Magazine as one of the Top 200
Best Small Companies in America, 17 times as one of the Best
Truckload Carriers in America by Logistics Management Magazine, and
as one of America’s Most Trusted Companies by Newsweek Magazine in
2022. More information about Heartland can be found on the company
website at www.heartlandexpress.com.
Contact: Michael Gerdin, Chief Executive
Officer, or Chris Strain, Chief Financial Officer – (319)
645-7060
FORWARD-LOOKING STATEMENTSTFI
International Inc. (the “Company”) may make statements in this
report that reflect its current expectations regarding future
results of operations, performance and achievements. These are
“forward-looking” statements and reflect management’s current
beliefs. They are based on information currently available to
management. Words such as “may”, “might”, “expect”, “intend”,
“estimate”, “anticipate”, “plan”, “foresee”, “believe”, “to its
knowledge”, “could”, “design”, “forecast”, “goal”, “hope”,
“intend”, “likely”, “predict”, “project”, “seek”, “should”,
“target”, “will”, “would” or “continue” and words and expressions
of similar import are intended to identify these forward-looking
statements. Such forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ
materially from historical results and those presently anticipated
or projected.
The Company wishes to caution readers not to
place undue reliance on any forward-looking statements which
reference issues only as of the date made. The following important
factors could cause the Company’s actual financial performance to
differ materially from that expressed in any forward-looking
statement: the highly competitive market conditions, the Company’s
ability to recruit, train and retain qualified drivers, fuel price
variations and the Company’s ability to recover these costs from
its customers, foreign currency fluctuations, the impact of
environmental standards and regulations, changes in governmental
regulations applicable to the Company’s operations, adverse weather
conditions, accidents, the market for used equipment, changes in
interest rates, cost of liability insurance coverage, downturns in
general economic conditions affecting the Company and its
customers, credit market liquidity, and the Company’s ability to
identify, negotiate, consummate, and successfully integrate
acquisitions.
The foregoing list should not be construed as
exhaustive, and the Company disclaims any subsequent obligation to
revise or update any previously made forward-looking statements
unless required to do so by applicable securities laws.
Unanticipated events are likely to occur. Readers should also refer
to the section “Risks and Uncertainties” at the end of the 2022 Q2
MD&A for additional information on risk factors and other
events that are not within the Company’s control. The Company’s
future financial and operating results may fluctuate as a result of
these and other risk factors.
NON-IFRS FINANCIAL MEASURESThis
press release includes references to certain non-IFRS financial
measures. These non-IFRS measures do not have any standardized
meanings prescribed by International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board
(IASB) and are therefore unlikely to be comparable to similar
measures presented by other companies. Accordingly, they should not
be considered in isolation, in addition to, not as a substitute for
or superior to, measures of financial performance prepared in
accordance with IFRS.
1 Return on invested capital, a non-IFRS
measure. See “Non-IFRS Financial Measures - Return on invested
capital (“ROIC”)” on page 26 of TFI’s Management’s Discussion
and Analysis for the fourth quarter and year ended
December 31, 2021, available under TFI’s profile on SEDAR at
www.sedar.com, which is expressly incorporated by reference in this
press release.2 The funded debt-to-EBITDA ratio referred to in this
press release is a financial covenant of TFI required to be
maintained under its credit facility. This covenant is calculated
as prescribed by TFI’s credit agreement.
TFI (NYSE:TFII)
Historical Stock Chart
Von Feb 2024 bis Mär 2024
TFI (NYSE:TFII)
Historical Stock Chart
Von Mär 2023 bis Mär 2024