M&A - FORWARD AIR CORP

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.