M&A - FORWARD AIR CORP

Form Type: POS AM

Filing Date: 2025-06-16

Corporate Action: Merger

Type: Update

Accession Number: 000162828025031623

Filing Summary: On June 16, 2025, Forward Air Corporation filed Post-Effective Amendment No. 3 to convert its Registration Statement from Form S-1 to Form S-3. This amendment follows a series of amendments to the initial registration statement. Notably, on June 13, 2025, Forward Air merged with FA-Delaware Corporation, marking its reincorporation from Tennessee to Delaware. The reincorporation was approved by shareholders at their Annual Meeting on June 11, 2025. This merger did not change the company's operational structure or assets. The company continues to operate under the name Forward Air Corporation and retains its NASDAQ trading symbol, 'FWRD.' This document also discusses an ongoing offering of up to 11,683,943 shares of common stock, issued to equity holders as part of the acquisition of Omni, Management Holdings, and their subsidiaries. No additional securities are being registered under this amendment, and all applicable registration fees were previously paid.

Form Type: S-8 POS

Filing Date: 2025-06-16

Corporate Action: Merger

Type: Update

Accession Number: 000162828025031610

Filing Summary: This document is a Post-Effective Amendment to multiple Form S-8 registration statements of Forward Air Corporation following its merger with FA-Delaware Corporation. The merger, dated April 30, 2025, was approved by the shareholders on June 11, 2025, and resulted in FWRD-Delaware becoming the surviving entity. The document highlights that each outstanding share of FWRD-Tennessee was converted into shares of Forward Air Corporation. Additionally, the document incorporates by reference several previous filings, including annual reports and amendments related to financial disclosures, and discusses indemnification provisions for directors and officers under Delaware law. The document also specifies the company’s compliance with filing requirements set by the SEC and reflects on necessary future filings to adjust incorporation and capital stock information post-merger.

Form Type: S-8 POS

Filing Date: 2025-06-16

Corporate Action: Merger

Type: Update

Accession Number: 000162828025031613

Filing Summary: Forward Air Corporation filed a Post-Effective Amendment No. 1 to Form S-8 Registration Statement as of June 16, 2025. This amendment is related to the merger between Forward Air Corporation and its predecessor, FWRD-Tennessee, which occurred on April 30, 2025. The merger has been officially recognized following approval from FWRD-Tennessee's shareholders on June 11, 2025. The surviving entity after the merger is FWRD-Delaware, which subsequently adopted the name Forward Air Corporation. As part of the merger, all outstanding shares of FWRD-Tennessee were converted into shares of the new entity, impacting the share structure of the company. The amendment serves to update the previous registration statements and incorporate relevant documents filed under the Exchange Act. The company has also indicated its compliance as a large accelerated filer and detailed the ownership structure post-merger, including each officer and director’s positions.

Form Type: S-8 POS

Filing Date: 2025-06-16

Corporate Action: Merger

Type: Update

Accession Number: 000162828025031615

Filing Summary: This document is a Post-Effective Amendment No. 1 to Form S-8 Registration Statements (Nos. 333-280279, 333-125872, 333-211256) filed by Forward Air Corporation. The amendment relates to the merger of Forward Air Corporation's predecessor entity, FWRD-Tennessee, with its wholly owned subsidiary, FA-Delaware Corporation, which occurred under a Plan of Merger approved on June 11, 2025. As a result of this merger, FWRD-Delaware is the surviving corporation and has rebranded to Forward Air Corporation. The amendment confirms that all corporate records and interests of FWRD-Tennessee are succeeded by Forward Air Corporation. It also incorporates prior filings as stipulated in the Securities Exchange Act of 1934, ensuring that any updates to prospectuses or relevant documents will be considered part of this registration statement. The corporate action affects the capital structure and securities involved as per the terms stated in the merger agreement.

Form Type: 8-K12B

Filing Date: 2025-06-13

Corporate Action: Merger

Type: New

Accession Number: 000162828025031182

Filing Summary: On June 13, 2025, Forward Air Corporation saw the completion of a merger where FWRD-Tennessee merged with FWRD-Delaware Corporation, changing the state of incorporation from Tennessee to Delaware. This merger took effect at 10:45 a.m. on June 13, 2025, following the requisite approval from shareholders during the Annual Meeting held on June 11, 2025. Following the merger, the surviving entity adopted the name Forward Air Corporation and continued to operate with the same management, assets, and operational structure as before. The common stock of the Surviving Corporation is now trading under the symbol 'FWRD' on NASDAQ. Additionally, the rights and governance of stockholders are now governed by Delaware law and the amended corporate documents acquire certain changes that could affect shareholder rights. This report also notes the resignation of board members Javier Polit and Laurie A. Tucker on June 11, 2025, and the restructuring of the board in response to those resignations.

Form Type: DEFA14A

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000162828025028446

Filing Summary: Forward Air Corporation is engaged in the ongoing strategic alternatives review process, with an emphasis on maximizing shareholder value amid a corporate transformation. The Board of Directors has initiated discussions regarding a potential sale of the company while asserting that the current board structure is critical for this evaluation. The board has undergone some changes with two directors opting not to seek re-election, but a new independent director, Paul Svindland, has been nominated. The document also addresses Ancora’s criticisms regarding the Board's effectiveness, compensation aspects surrounding the independent chair, and plans for reincorporation in Delaware, which are positioned to enhance corporate governance and facilitate strategic review processes. Additionally, the document cautions shareholders about reliance on forward-looking statements and encourages reading the definitive proxy statement and related SEC filings for comprehensive details about ongoing proceedings and potential outcomes.

Form Type: DEF 14A

Filing Date: 2025-05-13

Corporate Action: Merger

Type: New

Accession Number: 000162828025025151

Filing Summary: The document details the Notice of the 2025 Annual Meeting of Shareholders for Forward Air Corporation, set to occur on June 11, 2025. It outlines several proposals, including the election of eleven directors, the approval of the 2025 Omnibus Incentive Compensation Plan, and the approval of the 2025 Non-Employee Director Stock Plan. A significant element is the proposal to approve a merger agreement that will facilitate the reincorporation of the company from Tennessee to Delaware. The document indicates that shareholders entitled to vote include those holding the company's common stock and Series B preferred stock as of the record date, April 30, 2025. Board recommendations are given for each proposal, urging shareholders to vote in favor of all items presented. Additional information regarding dissenters' rights is also enclosed, indicating that certain shareholders may assert such rights in relation to the reincorporation proposal.

Form Type: POS AM

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000162828025023366

Filing Summary: On May 8, 2025, Forward Air Corporation filed a Post-Effective Amendment No. 2 to Form S-1 Registration Statement. This amendment updates information related to the previously submitted Initial Registration Statement filed on June 10, 2024, which was declared effective on July 19, 2024. The amendment includes financial statements for the fiscal year ending December 31, 2024, and updates other disclosures based on the Annual Report on Form 10-K filed on March 24, 2025. It details the acquisition of Omni Newco, LLC and related entities, structured through a series of transactions. Total consideration for the acquisition included $100 million in cash and shares of Common Stock and Preferred Equity. Up to 11,683,943 shares of Common Stock are being registered for sale by the selling shareholders, primarily as part of the Omni Acquisition. The prospectus emphasizes that Forward Air Corporation will not receive proceeds from the sale of these shares. The filing reiterates the speculative nature of investing in the securities and provides cautionary statements regarding forward-looking statements, emphasizing the myriad of risks associated with the company's business operations and market conditions.

Form Type: 10-Q

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025023268

Filing Summary: Forward Air Corporation has reported its quarterly results for the period ended March 31, 2025. The company completed the acquisition of Omni Newco, LLC on January 25, 2024, with a total consideration of approximately $100.5 million in cash and common stock. The acquisition allows Forward Air to enhance its service offerings and geographic footprint. Financial highlights include an operating revenue growth to $613.3 million, with reported operating expenses slightly exceeding previous year figures, leading to a net loss of $61.2 million for the quarter. The balance sheet shows total assets valued at approximately $2.8 billion, reflecting strategic investments and operational management adjustments.

Form Type: POS AM

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000162828025015711

Filing Summary: Forward Air Corporation filed Post-Effective Amendment No. 1 to Form S-1 Registration Statement to include financial statements for the fiscal year ended December 31, 2024. This amendment is tied to the acquisition of Omni Newco, LLC, finalized on January 25, 2024. The acquisition involved $100 million in cash and issuance of shares including 5,135,008 shares of common stock and an additional 8,880,010 shares of convertible preferred equity. The document also amends previous filings and updates selling shareholders information, and clarifies that it does not involve any additional securities registration. Forward Air's Common Stock is traded on Nasdaq under the symbol FWRD, with a closing price of $20.72 per share on March 28, 2025. Risks related to the investment and other operational details are discussed, emphasizing potential stock price volatility and business performance uncertainties.