Forward Air to acquire Omni Newco for $150M cash and equity; Omni holders get up to 37.7% of FWRD
FORWARD AIR CORP
Total consideration: $150M cash plus common equity (16.5% of FWRD shares) and convertible preferred (up to 37.7% fully diluted if conversion approved).
Financing: $1.85B senior secured bridge/term loan and $400M revolver from Morgan Stanley, Citi, Goldman Sachs, JPMorgan.
Board expansion: Four Omni-designated directors to join; John J. Schickel, Jr. to become director and executive with $750K base salary, 100% target bonus, $3.5M equity.
Closing expected by Feb 10, 2024 (extendable to May 10, 2024); subject to antitrust approval and other conditions; Omni holder approval already obtained.
On August 10, 2023, Mr. Scott M. Niswonger submitted to the Chairman of the Board a notice of resignation from his position as a Director of the Company.
Key facts
Extracted from this filing and checked against the source text.
Executive changeSEC 8-K Item 5.02confidence 0.95
Scott M. Niswonger resigned as Director at FORWARD AIR CORP.
Action
resigned
Role
Director
Exact text from the filing
On August 10, 2023, Mr. Scott M. Niswonger submitted to the Chairman of the Board a notice of resignation from his position as a Director of the Company.
Material AgreementsSEC 8-K Item 1.01/1.02confidence 0.95
FORWARD AIR CORP entered into Agreement and Plan of Merger with Omni Newco LLC valued at $150 million in cash (effective 2023-08-10).
Action
entry
Agreement
merger
Counterparty
Omni Newco LLC
Value
$150 million in cash
Effective
2023-08-10
Exact text from the filing
On August 10, 2023, Forward Air Corporation, a Tennessee corporation (“ Parent ” or the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Omni Newco LLC, a Delaware limited liability company (“ Omni ”), and certain other parties. The Merger Agreement provides that Parent, through a series of transactions involving Parent’s direct and indirect subsidiaries (collectively with the other transactions contemplated by the Merger Agreement and the other Transaction Agreements referred to therein, the “ Transactions ”), will acquire Omni for a combination of (a) $150 million in cash and (b) (i) common equity consideration representing 5,135,008 shares of Parent’s outstanding common stock
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