At Airgas’s annual shareholder meeting on September 15, 2010, Air Products succeeded in its proxy contest to elect Air Products’ three nominees to the Airgas Board and obtain the approval by Airgas shareholders of three bylaw amendments proposed by Air Products, including a proposal to hold Airgas’s next annual meeting in January 2011. The voting results were certified by the inspector of elections on September 22. Air Products initiated its proxy contest in conjunction with the unsolicited tender offer Air Products launched for all Airgas shares in February 2010. Air Products’ proxy contest victory is a successful step towards the completion of its tender offer for Airgas.
The Cravath team advising Air Products includes partners James C. Woolery and Minh Van Ngo and associates Cristina M. Amodeo, Danton J. Hill and Adam S. MacLeod.
Deals & Cases
January 31, 2024
Cravath represented Forward Air Corporation in connection with $1.525 billion of senior secured credit facilities and $725 million of 144A/Reg. S high‑yield senior secured notes in connection with its acquisition of Omni Logistics. Forward Air Corporation is a leading asset‑light freight and logistics company. The acquisition closed on January 25, 2024.
Deals & Cases
January 24, 2024
On January 22, 2024, Forward Air Corporation (“Forward”) announced an agreement with Omni Logistics, LLC (“Omni”), a private company that is majority owned by Ridgemont Equity Partners and EVE Partners, LLC, to amend the terms of the existing merger agreement relating to their previously announced acquisition. This agreement ends the litigation between the parties, which will now be dismissed. Under the terms of the amended merger agreement, Omni shareholders will receive $20 million in cash, instead of the $150 million initially agreed, and 35% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis), as compared to the 37.7% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis) contemplated by the original agreement. Cravath is representing Forward in connection with the transaction and related litigation.
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