8-K
filed January 31, 2024, 6:59 PM ET
ticker FWRD
CIK 0000912728
M&A
confidence high
sentiment neutral
materiality 0.90
FORWARD AIR CORP (FWRD): M&A transaction — Forward Air completes $20M cash + stock acquisition of Omni; assumes $1.85B in new debt
FORWARD AIR CORP
- Acquisition of Omni closed Jan 25, 2024; consideration includes $20M cash and equity representing up to 35% of Forward's fully diluted shares.
- Forward assumed $725M 9.500% senior secured notes due 2031 and entered $1.525B new credit facilities ($1.125B term loan + $400M revolver).
- Ridgemont Equity Partners and EVE Omni Investor gained board nomination rights (2 and 1 directors, respectively) via shareholders agreements.
- John J. Schickel, Jr. declined President role; employment terminated Jan 30, 2024 with $1.17M severance.
- Terminated existing $450M credit agreement ($150M term + $300M revolver) as part of closing.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
FORWARD AIR CORP incurred senior notes of $725,000,000 with U.S. Bank Trust Company, National Association at 9.500% per annum maturing October 15, 2031.
- Instrument
- senior notes
- Principal
- $725,000,000
- Counterparty
- U.S. Bank Trust Company, National Association
- Rate
- 9.500% per annum
- Maturity
- October 15, 2031
- Event
- incurrence
Exact text from the filing
GN Bondco, LLC (the “ Escrow Notes Issuer ”), a Delaware limited liability company and wholly owned subsidiary of Omni, closed its private offering (the “ Notes Offering ”) of $725,000,000 aggregate principal amount of its 9.500% senior secured notes due 2031 (the “ Notes ”), in a transaction exempt from registration under the Securities Act of 1933, as amended (the
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Hodge was appointed as Director at FORWARD AIR CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Edwards, Jr. was appointed as Director at FORWARD AIR CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
John J. Schickel, Jr. departed as President at FORWARD AIR CORP.
- Action
- declined
- Role
- President
Exact text from the filing
Mr. Schickel’s mutual agreement that he would not serve in the role of President of Forward or as a member of the Board in connection therewith (and Mr. Schickel had accordingly declined these appointments), and the termination of the Employment Agreement
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles Anderson was appointed as Director at FORWARD AIR CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FORWARD AIR CORP: Appointment of Charles Anderson, Robert Edwards Jr., and Michael Hodge as directors effective at Closing.
Exact text from the filing
effective as of the Closing, the Board (a) increased the size of the Board from 11 directors to 15 directors and (b) appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FORWARD AIR CORP: Established terms of Forward Series B Preferred Stock and Series C Preferred Stock via Articles of Amendment to the Restated Charter.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Articles of Amendment to the Restated Charter of Forward filed by Forward with the Secretary of State of the State of Tennessee (the " Charter Amendment ") at the Closing, Forward established the terms of a new series of preferred stock of Forward designated as "Forward Series B Preferred Stock"
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FORWARD AIR CORP: Board increased size from 11 to 15 directors effective as of the Closing pursuant to the bylaws.
- Change
- bylaw amendment
Exact text from the filing
pursuant to the bylaws of Forward, effective as of the Closing, the Board (a) increased the size of the Board from 11 directors to 15 directors
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
FORWARD AIR CORP completed an acquisition involving Omni Holders for $20 million in cash, Common Equity Consideration representing 5,135,008 shares of Forward's outstanding common stock and Convertible Preferred Equity Considerat (closed 2024-01-25).
- Action
- acquisition
- Counterparty
- Omni Holders
- Consideration
- $20 million in cash, Common Equity Consideration representing 5,135,008 shares of Forward's outstanding common stock and Convertible Preferred Equity Considerat
- Closing
- 2024-01-25
Exact text from the filing
transactions contemplated by the Amended Merger Agreement and the other Transaction Agreements referred to therein, the “ Transactions ”), acquired Omni for a combination of (a) $20 million in cash and (b) (i) common equity consideration representing 5,135,008 shares of Forward’s outstanding common stock, par value $0.01 per share (“ Forward Common Stock ”) on an
View on SEC.gov
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