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Published on 8/14/2023 in the Prospect News Bank Loan Daily and Prospect News High Yield Daily.

Forward Air taps four banks for debt commitment for Omni buy

By Sara Rosenberg

New York, Aug. 14 – Forward Air Corp. revealed in an 8-K filed with the Securities and Exchange Commission on Monday that Morgan Stanley Senior Funding Inc., Citigroup Global Markets Inc., Goldman Sachs Bank USA and JPMorgan Chase Bank provided the debt commitment to support its acquisition of Omni Logistics LLC from Ridgemont Equity Partners and EVE Partners LLC.

The commitment is for $1.85 billion of debt in the form of a senior secured bridge loan and a senior secured first-lien term loan B and for a $400 million senior secured revolving credit facility.

Under the agreement, Omni shareholders will receive $150 million in cash and Forward common stock and perpetual non-voting convertible preferred stock. At the closing of the transaction, Omni shareholders will own 37.7% of the combined company on a fully diluted, as-converted basis.

Proceeds from the new debt will be used with cash on hand to refinance existing debt at both companies and to pay the consideration and other amounts in connection with the transaction, and the revolver will be used to finance working capital and general corporate purposes.

The combined company’s leverage ratio is expected to be about 3.5x based on combined company adjusted EBITDA, inclusive of run-rate cost synergies, for the 12 months ended June 30. The plan is to deleverage to around 2x within about two full years post-close.

Closing is expected in the second half of this year, subject to the receipt of regulatory approvals and other customary conditions.

Forward Air is a Greeneville, Tenn.-based provider of transportation services. Omni is a Dallas-based logistics and supply chain management company.


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