---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-211385"
form_type: "8-K"
ticker: "FWRD"
cik: "0000912728"
company_name: "FORWARD AIR CORP"
filed_at: "2023-08-14T23:59:59+00:00"
generated_at: "2026-06-11T13:39:47.291286+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Forward Air to acquire Omni Newco for $150M cash and equity; Omni holders get up to 37.7% of FWRD

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-23-211385
- form_type: 8-K
- ticker: FWRD
- cik: 0000912728
- company_name: FORWARD AIR CORP
- filed_at: 2023-08-14T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/912728/000119312523211385/0001193125-23-211385-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/912728/000119312523211385/d540303d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-211385
- JSON: https://secwatch.observer/filing/0001193125-23-211385.json
- Plain text: https://secwatch.observer/filing/0001193125-23-211385.txt

## Key facts
- Executive change
  Scott M. Niswonger resigned as Director at FORWARD AIR CORP.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000119312523211385/0001193125-23-211385-index.htm
- Material Agreements
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000119312523211385/0001193125-23-211385-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.