Forward Air Corporation Announces Pricing of Private Offering of $725 Million of Senior Secured Notes

About this update from Forward Air Corporation

[{"type":"text","content":" GREENEVILLE, Tenn.--(BUSINESS WIRE)--\nForward Air Corporation (NASDAQ: FWRD) (“Forward,” “we,” “our,” or “us”) today announced the pricing of the previously announced private offering (the “Notes Offering”) of $725 million of 9.50% senior secured notes due 2031 by GN Bondco, LLC (the “Escrow Issuer”), a Delaware limited liability company and wholly owned subsidiary of Omni Newco, LLC (“Omni”), which 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 (as defined below). The initial offering price to investors will be 98.0% of the principal amount thereof. The Notes Offering is expected to close on October 2, 2023, subject to customary closing conditions.\n\n\nForward intends to use the net proceeds of the Notes Offering, together with the net proceeds from the initial borrowings under the New Senior Secured Credit Facilities (as defined below) 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 (the “Merger”), (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.\n\n\nUnless the consummation of the Notes Offering occurs substantially concurrently with the consummation of the Merger, the gross proceeds of the Notes Offering, together with certain additional amounts, will be deposited into an escrow account for the Notes pending the consummation of the Merger, and the Notes will initially be the senior secured obligations of the Escrow Issuer, secured only by the amounts deposited in the applicable escrow account. Upon consummation of the Merger, the Escrow Issuer will merge with and into Clue Opco LLC, a newly formed Delaware limited liability company and wholly owned subsidiary of Forward (“Opco”), with Opco continuing as the surviving entity and assuming all of the Escrow Issuer’s obligations under the Notes. In addition, following consummation of the Merger, the Notes will be guaranteed, jointly and ...

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