Tennessee
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000-22490
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62-1120025
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1915 Snapps Ferry Road,
Building N
Greeneville, Tennessee 37745
(423) 636-7000
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.01 par value
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FWRD
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NASDAQ
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● |
the parties’ ability to consummate the potential transaction and to meet expectations regarding the timing and completion thereof;
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● |
the satisfaction or waiver of the conditions to the completion of the potential transaction, including the receipt of all required regulatory approvals or clearances in a timely
manner and on terms acceptable to Forward;
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● |
the risk that the parties may be unable to achieve the expected strategic, financial and other benefits of the potential transaction, including the realization of expected revenue
and cost synergies, the conversion of revenue synergies to adjusted EBITDA and the achievement of deleveraging targets, within the expected time-frames or at all;
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● |
the risk that the committed financing necessary for the consummation of the potential transaction is unavailable at the closing, and that any replacement financing may not be
available on similar terms, or at all;
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● |
the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected;
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● |
the risk that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or
suppliers) may be greater than expected following the potential transaction;
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● |
the risk that, if Forward does not obtain the necessary shareholder approval for the conversion of the perpetual non-voting convertible preferred stock, Forward will be required to
pay an annual dividend on such outstanding preferred stock;
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● |
the risks associated with being a holding company with the only material assets after completion of the potential transaction being the interest in the combined business and,
accordingly, dependency upon distributions from the combined business to pay taxes and other expenses;
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● |
the requirement for Forward to pay to certain shareholders of Omni certain tax benefits that it may claim in the future, and the expected materiality of these amounts;
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● |
risks associated with organizational structure, including payment obligations under the tax receivable agreement, which may be significant, and any accelerations or significant
increases thereto;
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● |
the inability to realize all or a portion of the tax benefits that are currently expected to result from the acquisition of certain corporate owners of Omni, certain pre-existing tax
attributes of Omni owners and tax attributes that may arise on the distribution of cash to other Omni owners in connection with the potential transaction, as well as the future exchanges of units of Forward’s operating subsidiary and payments
made under the tax receivables agreement;
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● |
increases in interest rates;
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● |
changes in Forward’s credit ratings and outlook;
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● |
risks relating to the indebtedness Forward expects to incur in connection with the potential transaction and the need to generate sufficient cash flows to service and repay such
debt;
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● |
the ability to generate the significant amount of cash needed to service the indebtedness;
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● |
the limitations and restrictions in surviving agreements governing indebtedness;
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● |
risks associated with the need to obtain additional financing which may not be available on favorable terms or at all; and
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general economic and market conditions.
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Exhibit
Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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FORWARD AIR CORPORATION
(registrant)
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Date: September 22, 2023
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By:
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/s/ Thomas Schmitt
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Name:
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Thomas Schmitt
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Title:
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President and Chief Executive Officer
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● |
the parties’ ability to consummate the potential transaction and to meet expectations regarding the timing and completion thereof;
|
|
● |
the satisfaction or waiver of the conditions to the completion of the potential transaction, including the receipt of all required regulatory approvals or clearances in a timely
manner and on terms acceptable to Forward;
|
|
● |
the risk that the parties may be unable to achieve the expected strategic, financial and other benefits of the potential transaction, including the realization of expected revenue
and cost synergies, the conversion of revenue synergies to adjusted EBITDA and the achievement of deleveraging targets, within the expected time-frames or at all;
|
|
● |
the risk that the committed financing necessary for the consummation of the potential transaction is unavailable at the closing, and that any replacement financing may not be
available on similar terms, or at all;
|
|
● |
the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected;
|
|
● |
the risk that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or
suppliers) may be greater than expected following the potential transaction;
|
|
● |
the risk that, if Forward does not obtain the necessary shareholder approval for the conversion of the perpetual non-voting convertible preferred stock, Forward will be required to
pay an annual dividend on such outstanding preferred stock;
|
|
● |
the risks associated with being a holding company with the only material assets after completion of the potential transaction being the interest in the combined business and,
accordingly, dependency upon distributions from the combined business to pay taxes and other expenses;
|
|
● |
the requirement for Forward to pay certain tax benefits that it may claim in the future, and the expected materiality of these amounts;
|
|
● |
risks associated with organizational structure, including payment obligations under the tax receivable agreement, which may be significant, and any accelerations or significant
increases thereto;
|
|
● |
the inability to realize all or a portion of the tax benefits that are currently expected to result from the acquisition of certain corporate owners of Omni, certain pre-existing
tax attributes of Omni owners and tax attributes that may arise on the distribution of cash to other Omni owners in connection with the potential transaction, as well as the future exchanges of units of Forward’s operating subsidiary and
payments made under a tax receivables agreement;
|
|
● |
increases in interest rates;
|
|
● |
changes in Forward’s credit ratings and outlook;
|
|
● |
risks relating to the indebtedness Forward expects to incur in connection with the potential transaction and the need to generate sufficient cash flows to service and repay such
debt;
|
|
● |
the ability to generate the significant amount of cash needed to service the indebtedness;
|
|
● |
the limitations and restrictions in surviving agreements governing indebtedness;
|
|
● |
risks associated with the need to obtain additional financing which may not be available or, if it is available, may result in a reduction in the ownership of current Forward
shareholders; and
|
|
● |
general economic and market conditions.
|