Forward Air Corporation Announces Private Offering of $925 Million of Senior Secured Notes

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[{"type":"text","content":" GREENEVILLE, Tenn.--(BUSINESS WIRE)--\nForward Air Corporation (NASDAQ: FWRD) (“Forward,” “we,” “our,” or “us”) today announced that GN Bondco, LLC (the “Escrow Issuer”), a Delaware limited liability company and wholly owned subsidiary of Omni Newco, LLC (“Omni”), has commenced a private offering of $925 million of senior secured notes due 2031 (the “Notes”), subject to market and customary conditions.\n\n\nForward intends to use the net proceeds of the offering of the Notes, 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 offering of the Notes occurs substantially concurrently with the consummation of the Merger, the gross proceeds of the offering of the Notes, 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 severally, fully and unconditionally, on a senior secured basis, by (i) Forward and (ii) each of Opco’s existing and future domestic subsidiaries that guarantee Forward’s new senior secured credit facilities expected to be entered into upon consummation of the Merger (the “New Senior Secured Credit Facilities”). Following consummation of the Merger, the Notes and related guarantees will be secured, subject to permitted liens and cert...

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