Item 1. |
Security and Issuer. |
The title and class to which this statement relates is common stock, par value $0.01 per share (Common Stock), of Forward
Air Corporation (the Issuer or Forward). The principal executive offices of the Issuer are located at 1915 Snapps Ferry Road, Building N, Greeneville, TN 37745.
Item 2. |
Identity and Background. |
The general partner of REP Omni Holdings L.P., a Delaware limited partnership (REP Omni LP) is REP Omni Holdings GP, LLC, a
Delaware limited liability company (REP Omni GP). REP Omni GPs sole member is Ridgemont Equity Management III, LLC, a Delaware limited liability company (Ridgemont III).
The general partner of REP FAOM III-S, LP, a Delaware limited partnership (REP
FAOM) is Ridgemont Equity Management III, L.P., (Ridgemont III GP), a Delaware limited partnership. The general partner of Ridgemont III GP is Ridgemont III.
The general partner of Ridgemont Equity Partners Affiliates III, L.P., a Delaware limited partnership (REP Affiliates) is
Ridgemont III GP.
The general partner of REP Coinvest III-A Omni, L.P., a Delaware limited
partnership (REP Coinvest III-A) is REP Coinvest III Omni GP, LLC, a Delaware limited liability company (REP Coinvest III GP). The sole member of REP Coinvest III GP is
Ridgemont III.
The general partner of REP Coinvest III-B Omni, L.P., a Delaware limited
partnership (REP Coinvest III-B), is REP Coinvest III GP.
Robert Leon Edwards,
Jr. (Mr. Edwards) is an affiliate of Ridgemont and has been appointed to the Board of Directors of the Issuer.
Charles Leonard Anderson (Mr. Anderson) is an affiliate of Ridgemont and has been appointed to the Board
of Directors of the Issuer.
Each of REP Omni LP, REP Omni GP, Ridgemont III, REP FAOM, Ridgemont III GP, REP Affiliates, REP Coinvest III-A, REP Coinvest III GP, REP Coinvest III-B, Ridgemont III, Mr. Edwards and Mr. Anderson are individually referred to as a Reporting Person and
collectively, the Reporting Persons.
Each of the Reporting Persons is engaged in the business of investing and has a
principal office located at 101 S. Tryon Street, Suite 3400, Charlotte, NC 28280.
During the last five years, none of persons identified
in this Item 2 has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. |
Source and Amount of Funds or Other Consideration. |
The Reporting Persons acquired the shares of Common Stock and other securities beneficially owned by them in connection with the combination
(the Merger) of the Issuer and Omni Newco, LLC (Omni), a private company. The Merger was accomplished pursuant to the transactions contemplated by that certain agreement and plan of merger (the Merger
Agreement), dated as of August 10, 2023 and amended on January 22, 2024, by and among the Issuer, Clue Opco LLC, a Delaware limited liability company, Omni Newco, LLC, a Delaware limited liability company, and the other parties
thereto.
The foregoing description of the Merger Agreement and the transactions contemplated thereby are subject to and qualified in its
entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the
SEC) on August 14, 2023. Both the Merger Agreement and the Investor Rights Agreement are incorporated herein by reference and that certain first amendment to the Merger Agreement, dated as of January 22, 2024, by and
among Forward Air Corporation and Omni Newco, LLC, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on January 24, 2024.