ID 57227973 © Dennis Thompson |

Settlement of Notes Offering

On October 2, 2023, GN Bondco, LLC (the “Escrow Issuer”), a Delaware limited liability company and wholly owned subsidiary of Omni Newco, LLC (“Omni”), closed its previously announced private offering (the “Notes Offering”) of $725,000,000 aggregate principal amount of its 9.500% senior secured notes due 2031 (the “Notes”), in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Notes were issued pursuant to an indenture (the “Indenture”), dated as of October 2, 2023, between the Escrow Issuer and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.

The Notes Offering was conducted in connection with the previously announced agreement and plan of merger (the “Merger Agreement”), dated as of August 10, 2023, by and among Forward Air Corporation (the “Company,” “Forward,” “we,” “our,” or “us”), Clue Opco LLC, a Delaware limited liability company (“Opco” or the “Issuer”), the Escrow Issuer, Omni and certain other parties, pursuant to which, among other things, (i) the Company will, through a series of transactions involving the Company’s direct and indirect subsidiaries, acquire Omni (the “Merger”) and (ii) the Escrow Issuer will be merged with and into Opco, with Opco surviving the merger as a wholly owned subsidiary of the Company (the “Escrow Merger”). Upon consummation of the Escrow Merger, Opco will assume the obligations of the Escrow Issuer under the Notes and the Indenture and become the “Issuer” thereunder by executing a supplemental indenture to the Indenture.

The Notes and the related future guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. Escrow and Special Mandatory Redemption The Company and the Escrow Issuer have entered into an escrow agreement (the “Escrow Agreement”) pursuant to which the initial purchasers of the Notes deposited the gross proceeds of the sale of the Notes into an escrow account and the Company deposited additional funds required to be deposited therein pursuant to the terms of the Escrow Agreement.

In addition, on a monthly basis starting with December 2023, Forward is required to deposit or cause to be deposited additional amounts into the escrow account (unless an escrow release has occurred). If the Merger is not consummated on or prior to June 30, 2024 (the “Escrow Outside Date”), or if, prior to such date, (i) Forward notifies the escrow agent that the Merger Agreement has been terminated in accordance with its terms or (ii) Forward issues a press release indicating that the Merger will not be consummated on or prior to the Escrow Outside Date (or at all), then, in each case, the Escrow Issuer will be required to redeem all of the notes at a special mandatory redemption price equal to the initial issue price of the Notes, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date.

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