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News & Insights

Forward Air’s Amended Agreement to Acquire Omni Logistics, Resolving Previously Announced Litigation

January 24, 2024

On January 22, 2024, Forward Air Corporation (“Forward”) announced an agreement with Omni Logistics, LLC (“Omni”), a private company that is majority owned by Ridgemont Equity Partners and EVE Partners, LLC, to amend the terms of the existing merger agreement relating to their previously announced acquisition. This agreement ends the litigation between the parties, which will now be dismissed. Under the terms of the amended merger agreement, Omni shareholders will receive $20 million in cash, instead of the $150 million initially agreed, and 35% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis), as compared to the 37.7% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis) contemplated by the original agreement. Cravath is representing Forward in connection with the transaction and related litigation.

Forward Air and Omni Logistics have been engaged in litigation regarding the merger agreement since October 2023. Omni Logistics sued for declaratory relief and to compel Forward Air to close the acquisition, and Forward Air filed a counterclaim to establish that Omni Logistics did not comply with certain of the closing conditions under the merger agreement. Trial was scheduled to start on Friday, January 19, 2024, but was delayed until Monday, January 22, 2024, due to inclement weather. The settlement was announced in the courtroom, just before trial was to begin. As part of the settlement, the parties agreed to dismiss their claims and amend the merger agreement.

The Cravath team includes partners Thomas E. Dunn, Matthew L. Ploszek and Adam M. Sanchez and associates Richard E. Schwartz, Callum A.F. Sproule, Trevor Lutzow and Lyudmila D. Kirichenko on M&A matters; and partners Daniel Slifkin, Omid H. Nasab, Vanessa A. Lavely and Helam Gebremariam, of counsels Christina N. Barreiro and Flora Ng and associates Kathleen E. Young, Frances C. McDonald, Elizabeth H. Shereff, Chris Narh, Lauren Spiwak and Samantha M. Pedersen on litigation matters. Tyler Price and Deborah J. Leffell also worked on litigation matters.

The case is Omni Newco, LLC v. Forward Air Corporation, et al., No. 2023‑1104 (Del. Ch.)

The August 10, 2023 announcement about the original merger agreement is available here.

Related Practices & Industries

  • Corporate
  • Mergers and Acquisitions
  • Litigation
  • General Commercial Disputes
  • M&A Litigation
  • Transportation

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Thomas E. Dunn
Title
Corporate
Title
Partner
Email
tdunn@cravath.com
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+1-212-474-1108
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    Education

    • J.D., 1992, Duke Law School
      summa cum laude
    • B.A., 1987, The College of William & Mary

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    • New York
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    Matthew L. Ploszek
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    Corporate
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    Partner
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    mploszek@cravath.com
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    +1-212-474-1744
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      Education

      • J.D., 2014, University of Pennsylvania Law School
        cum laude
      • M.B.A., 2014, The Wharton School of the University of Pennsylvania
        Graduation with Honors
      • B.A., 2007, University of Notre Dame
        Phi Beta Kappa, summa cum laude

      Admitted In

      • New York
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      Adam M. Sanchez
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      asanchez@cravath.com
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      +1-212-474-1436
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        Education

        • J.D., 2016, Columbia Law School
        • B.A., 2013, St. John's University

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        • New York
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        Daniel Slifkin
        Title
        Litigation
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        Partner
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        dslifkin@cravath.com
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        +1-212-474-1438
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          Education

          • J.D., 1991, Harvard Law School
            Sears Prize, magna cum laude
          • B.C.L., 1988, University of Oxford
            First Class Honors
          • B.A., 1987, University of Oxford
            First Class Honors

          Admitted In

          • New York
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          Name
          Omid H. Nasab
          Title
          Litigation
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          onasab@cravath.com
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          +1-212-474-1972
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            • J.D., 2006, Columbia Law School
              Harlan Fiske Stone Scholar
            • A.B., 2002, Duke University

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            • New York
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            Name
            Vanessa A. Lavely
            Title
            Litigation
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            vlavely@cravath.com
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            +1-212-474-1718
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              Education

              • J.D., 2008, UCLA School of Law
                Order of the Coif
              • A.B., 2004, Harvard College
                magna cum laude

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              • New York
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              Name
              Helam Gebremariam
              Title
              Litigation
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              hgebremariam@cravath.com
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              +1-212-474-1180
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                Education

                • J.D., 2010, New York University School of Law
                  AnBryce Scholar
                • B.A., 2007, Columbia College

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                • New York
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                Christina N. Barreiro
                Title
                Litigation
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                cbarreiro@cravath.com
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                +1-212-474-1502
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                  • J.D., 2015, Harvard Law School
                  • B.A., 2012, Fordham University
                    Phi Beta Kappa, summa cum laude

                  Admitted In

                  • New York
                  Name
                  Flora Ng
                  Title
                  Litigation
                  Title
                  Of Counsel
                  Email
                  fng@cravath.com
                  Phone
                  +1-212-474-1662
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                    Education

                    • J.D., 2016, Columbia Law School
                    • A.B., 2010, Dartmouth College
                      magna cum laude

                    Admitted In

                    • New York

                    Related News & Insights

                    Deals & Cases

                    August 10, 2023

                    Forward Air’s Combination with Omni Logistics

                    On August 10, 2023, Forward Air Corporation (“Forward”), a provider of transportation services, and Omni Logistics, LLC (“Omni”), a private logistics and supply chain management company that is majority owned by Ridgemont Equity Partners and EVE Partners, LLC, announced that they have entered into a definitive agreement under which Forward and Omni will combine in a cash-and-stock transaction, creating a combined company that generated approximately $3.7 billion of combined company adjusted revenue for the twelve months ended June 30, 2023. Cravath is representing Forward in connection with the transaction.

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