공시 • Jan 26
Forward Air Corporation (NasdaqGS:FWRD) completed the acquisition of Omni Logistics, LLC from Ridgemont Equity Partners, EVE Partners, LLC and others.
Forward Air Corporation (NasdaqGS:FWRD) entered into a definitive agreement to acquire Omni Logistics, LLC from Ridgemont Equity Partners, EVE Partners, LLC and others at an enterprise value of $3.2 billion on August 10, 2023. Under the terms of the agreement, Omni shareholders will receive $150 million in cash and Forward common stock representing 5,135,008 shares of Parent’s outstanding common stock and 10,615,418 shares of preferred stock. The Forward stock consideration payable to Omni’s shareholders will consist of common stock and a newly designated series of perpetual non-voting convertible preferred stock. At the closing of the transaction, Omni shareholders will own 37.7% of the combined company on a fully-diluted, as-converted basis. Ridgemont and EVE will retain material ongoing ownership in the combined company and have agreed to certain lock-up and standstill provisions with respect to their equity ownership of Forward stock. Forward has obtained commitments for up to $1,850 million of indebtedness consisting of term and bridge loans as well as an upsized revolving credit facility of $400 million. The proceeds of the $1,850 million of new debt will be used, together with cash on hand, to refinance existing indebtedness of Forward and Omni and pay the consideration and other amounts in connection with the transaction. Upon closing, Tom Schmitt will continue as Chairman and CEO, and J.J. Schickel will serve as President of the combined company and join Forward’s Board of Directors. In addition, the Omni shareholders will designate three additional directors to join Forward’s Board of Directors following the close of the transaction. Omni Logistics reported reported revenue of $1.6 billion, net loss of $106 million and EBITDA of $181 million for the twelve months ended June 30, 2023. Consideration represents an enterprise value for Omni of $3.2 billion, 17.9x EV / June 30 LTM Adjusted EBITDA. As per filling on September 20, 2023 Forward Air Corporation has commenced a private offering of $925 million of senior secured notes due 2031. As per filling on September 22, 2023, Forward Air Corporation announced the pricing of the previously announced private offering. As per filling price of offering was downsized by $200 million from the previously announced offering size of $925 million in connection with a corresponding increase to the size of the new senior secured term loan facility that we expect to enter into upon consummation of the merger. Forward intends to use the net proceeds of the offering of the Notes, together with the net proceeds from the initial borrowings under the New Senior Secured Credit Facilities and cash on hand, (a) to pay the cash consideration and any other amounts payable by it in connection with its previously announced combination with Omni (b) to repay certain existing indebtedness of Forward and Omni and (c) to pay the fees, premiums, expenses and other transaction costs incurred in connection with the Merger and the other transactions contemplated by the definitive documentation entered into with respect to the merger. As per the filling on January 22, 2024, under the terms of the amended merger agreement, Omni shareholders will receive $20 million in cash, instead of the $150 million initially agreed.
The transaction is subject to the receipt of regulatory approvals and the satisfaction of other customary closing conditions. The transaction has been approved by the Boards of Directors of both companies and is expected to close in the second half of 2023. The consummation of the Transactions is subject to customary closing conditions, including the expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and there not having occurred with respect to Omni’s business or Parent’s business a material adverse effect, subject to certain customary exceptions. All approvals required from the Omni Holders have been obtained. Neither the Conversion Approval nor the Financing (as described below) are conditions to Closing. Forward expects the transaction to be accretive to cash EPS in year two following the close of the transaction. As of October 31, 2023, Omni Logistics has filed a complaint in the Delaware Court of Chancery against Forward Air Corporation regarding the companies' previously announced transaction. The complaint also seeks a judicial declaration confirming that Omni has complied with all required provisions of the Merger Agreement. Omni has requested a trial before the Court of Chancery to obtain a ruling enforcing the Merger Agreement prior to the Merger Agreement's outside expiration date of February 10, 2024. As of November 10, 2023, Forward filed its response to the complaint and a counterclaim for declaratory relief. Forward intends to file a public version of its answer and counterclaim by November 17, 2023. As per the filling on January 22, 2024, the parties are targeting a transaction closing by the end of the week.
Morgan Stanley & Co. LLC and Citi are serving as financial advisors to Forward, and Thomas E. Dunn, Matthew L. Ploszek, Joseph D. Zavaglia, Kelly M. Smercina, Christopher K. Fargo, Andrew T. Davis, Amanda Hines Gold, David Crampton, Sasha Rosenthal-Larrea, Matthew Morreale, Jesse M. Weiss, Brian M. Budnick and Lauren Piechocki of Cravath, Swaine & Moore LLP is serving as legal counsel. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as financial advisors to Omni, and Mark Kelly, William Snyder, Jonathan Manor, Simon Root, John Baron, Danny Reach, Matthew Kent, Dave Brown, Julie Mediamolle, Mike Stevens, Jason Waite, BJ Shannon, Brett Coburn, Blake Mackay, Amy Mushahwar, Chris Gegg, Matthew Wrysinski and Paul Hespel of Alston & Bird LLP is serving as legal counsel to Omni Logistics and shareholders. Computershare Trust Corporation acted as transfer agent to Forward Air. Samuel S. Choy, Jeffrey S. Spigel, Rahul Patel, John M. Hyman, L. Wayne Pressgrove, Trevor G Pinkerton and Zach Cochran of King & Spalding LLP acted as legal advisor to Omni Logistics and shareholders. Wachtell, Lipton, Rosen & Katz LLP and Potter Anderson & Corroon LLP are acting as legal advisor to Omni.
Forward Air Corporation (NasdaqGS:FWRD) completed the acquisition of Omni Logistics, LLC from Ridgemont Equity Partners, EVE Partners, LLC and others on January 25, 2024.