--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-021078" form_type: "8-K" ticker: "FWRD" cik: "0000912728" company_name: "FORWARD AIR CORP" filed_at: "2024-01-31T23:59:59+00:00" generated_at: "2026-06-06T14:32:59.599534+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Forward Air completes $20M cash + stock acquisition of Omni; assumes $1.85B in new debt ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-021078 - form_type: 8-K - ticker: FWRD - cik: 0000912728 - company_name: FORWARD AIR CORP - filed_at: 2024-01-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 5.03, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/912728/000119312524021078/0001193125-24-021078-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/912728/000119312524021078/d348992d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-021078 - JSON: https://secwatch.observer/filing/0001193125-24-021078.json - Plain text: https://secwatch.observer/filing/0001193125-24-021078.txt ## Key facts - Debt Financings 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000119312524021078/0001193125-24-021078-index.htm - Executive change Michael Hodge was appointed as Director at FORWARD AIR CORP. - Action: appointed - Role: Director source text: appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000119312524021078/0001193125-24-021078-index.htm - Executive change Robert Edwards, Jr. was appointed as Director at FORWARD AIR CORP. - Action: appointed - Role: Director source text: appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000119312524021078/0001193125-24-021078-index.htm - Executive change John J. Schickel, Jr. departed as President at FORWARD AIR CORP. - Action: declined - Role: President source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000119312524021078/0001193125-24-021078-index.htm - Executive change Charles Anderson was appointed as Director at FORWARD AIR CORP. - Action: appointed - Role: Director source text: appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000119312524021078/0001193125-24-021078-index.htm - Governance Changes FORWARD AIR CORP: Appointment of Charles Anderson, Robert Edwards Jr., and Michael Hodge as directors effective at Closing. source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000119312524021078/0001193125-24-021078-index.htm - Governance Changes 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 source text: 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" evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000119312524021078/0001193125-24-021078-index.htm - Governance Changes FORWARD AIR CORP: Board increased size from 11 to 15 directors effective as of the Closing pursuant to the bylaws. - Change: bylaw amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000119312524021078/0001193125-24-021078-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000119312524021078/0001193125-24-021078-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.