FORWARD AIR CORP — fact timeline

FORWARD AIR CORP amended Amendment No. 1 to the Original Merger Agreement with Omni Newco, LLC (effective 2024-01-22).

“On January 22, 2024 (the “ Amendment Date ”), Forward and Omni entered into the Amendment which, among other things, provides that Forward will acquire Omni for a combination of (a) $20,000,000 of cash and (b) (i) common equity consideration representing 5,135,005 shares of Forward’s outstanding common stock, par value $0.01 per share (“ Common Stock ”) on an as-converted and as-exchanged basis (the “ Common Equity Consideration ”)”

FORWARD AIR CORP entered into Settlement and Release Agreement with Omni Newco, LLC and certain other parties (effective 2024-01-22).

“On January 22, 2024, Forward Air Corporation (the “ Company ” or “ Forward ”), Omni Newco, LLC, a Delaware limited liability company (“ Omni ”), and certain other parties entered into a Settlement and Release Agreement (the “ Settlement Agreement ”), settling all litigation claims that were the subject of proceedings pending in the matter of Omni Newco, LLC v Forward Air Corporation, et al , No. 2023-1104 (Del. Ch.) (the “ Transaction Litigation ”)”

FORWARD AIR CORP entered into Equity Purchase Agreement with Hub Group, Inc. valued at $262,000,000 (effective 2023-12-20).

“On December 20, 2023, Forward Air Corporation, a Tennessee corporation (the “Company”) and certain of the Company’s subsidiaries entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Hub Group, Inc., a Delaware corporation (the “Purchaser”), pursuant to which the Purchaser acquired all of the issued and outstanding equity interests of the companies constituting the Company’s Final Mile business for an aggregate cash purchase price of $262,000,000”

FORWARD AIR CORP reported three and nine months ended September 30, 2023 results: revenue $413,447, net income $9,288, EPS $0.36. Guidance lowered.

“of $1.65 in the fourth quarter of 2022.” Three Months Ended (in thousands, except per share data) September 30, 2023 September 30, 2022 Change Percent Change Operating revenue $ 413,447 $ 510,023 $ (96,576) (18.9) % Income from operations $ 15,493 $ 71,665 $ (56,172) (78.4) % Operating margin 3.7 % 14.1 % (1,040) bps Net income $ 9,288 $ 52,133 $ (42,845) (82.2)”

FORWARD AIR CORP amended Investor Rights Agreement with IRA Holder Parties valued at amendment to form of Investor Rights Agreement to exclude equity securities acquired prior to consum (effective 2023-08-28).

“On August 28, 2023, Parent agreed to amend the form of the Investor Rights Agreement with regard to the lock-up restrictions contained therein to exclude equity securities of Parent acquired by IRA Holder Parties prior to the consummation of the Transactions.”

FORWARD AIR CORP entered into Agreement and Plan of Merger with Omni Newco LLC valued at $150 million in cash (effective 2023-08-10).

“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”

Scott M. Niswonger resigned as Director at FORWARD AIR CORP.

“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.”

FORWARD AIR CORP reported financial results for the three and six months ended June 30, 2023.

“Attached as Exhibit 99.1 and incorporated herein by reference is a copy of a press release, dated August 2, 2023 , announcing the financial results of Forward Air Corporation (the “Company”) for the three and six months ended June 30, 2023.”

FORWARD AIR CORP reported three months ended March 31, 2023 results: revenue $ 427,066, net income $ 36,368, EPS $ 1.37. Guidance lowered.

“share of $2.04 in the second quarter of 2022.” Three Months Ended (in thousands, except per share data) March 31, 2023 March 31, 2022 Change Percent Change Operating revenue $ 427,066 $ 466,961 $ (39,895) (8.5) % Income from operations $ 50,509 $ 57,351 $ (6,842) (11.9) % Operating margin 11.8 % 12.3 % (50) bps Net income $ 36,368 $ 42,686 $ (6,318) (14.8) %”

FORWARD AIR CORP: Amended and restated Bylaws to align with Universal Proxy Rule, including clarifications on shareholder nomination and proxy solicitation requirements, effective February 7, 2023 (effective 2023-02-07).

“On February 7, 2023, the Board of Directors (the “Board”) of Forward Air Corporation (the “Company”) approved amended and restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective as of such date.”

FORWARD AIR CORP updated its the twelve months ended December 31, 2022 guidance (initiated).

“Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three and twelve months ended December 31, 2022”

FORWARD AIR CORP reported the three months ended December 31, 2022 results: revenue $ 481,200, net income $ 42,942, EPS $ 1.60. Guidance initiated.

“Operating revenue $ 481,200 $ 459,929 $ 21,271 4.6 % Income from operations $ 61,415 $ 51,977 $ 9,438 18.2 % Operating margin 12.8 % 11.3 % 150 bps Net income $ 42,942 $ 38,197 $ 4,745 12.4 % Net income per diluted share $ 1.60 $ 1.40 $ 0.20 14.3 %”

Scott E. Schara resigned as Chief Commercial Officer at FORWARD AIR CORP.

“On April 18, 2022, Scott E. Schara, Chief Commercial Officer of Forward Air Corporation (the “Company”), notified the Company of his decision to resign from his position, effective as of April 30, 2022.”