Forward Air’s Amended Agreement to Acquire Omni Logistics, Resolving Previously Announced Litigation

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.

Forward Air and Omni Logistics have been engaged in litigation regarding the merger agreement since October 2023. Omni Logistics sued for declaratory relief and to compel Forward Air to close the acquisition, and Forward Air filed a counterclaim to establish that Omni Logistics did not comply with certain of the closing conditions under the merger agreement. Trial was scheduled to start on Friday, January 19, 2024, but was delayed until Monday, January 22, 2024, due to inclement weather. The settlement was announced in the courtroom, just before trial was to begin. As part of the settlement, the parties agreed to dismiss their claims and amend the merger agreement.

The Cravath team includes partners Thomas E. Dunn, Matthew L. Ploszek and Adam M. Sanchez and associates Richard E. Schwartz, Callum A.F. Sproule, Trevor Lutzow and Lyudmila D. Kirichenko on M&A matters; and partners Daniel Slifkin, Omid H. Nasab, Vanessa A. Lavely and Helam Gebremariam, of counsels Christina N. Barreiro and Flora Ng and associates Kathleen E. Young, Frances C. McDonald, Elizabeth H. Shereff, Chris Narh, Lauren Spiwak and Samantha M. Pedersen on litigation matters. Tyler Price and Deborah J. Leffell also worked on litigation matters.

The case is Omni Newco, LLC v. Forward Air Corporation, et al., No. 2023‑1104 (Del. Ch.)

The August 10, 2023 announcement about the original merger agreement is available here.