Ridgemont Equity Discloses Significant Stake in Forward Air Corp

TL;DR

**Ridgemont Equity just revealed a big stake in Forward Air, watch for potential activist moves or strategic shifts.**

AI Summary

Ridgemont Equity Management III, LLC, along with its affiliates and key individuals like Charles Leonard Anderson and Robert Leon Edwards, Jr., filed an SC 13D on February 5, 2024, indicating their collective beneficial ownership in Forward Air Corporation (NASDAQ: FWRD). This filing signals that Ridgemont, a private equity firm, has taken a significant stake in Forward Air, potentially aiming for influence or strategic changes. This matters to investors because a large institutional investor taking a position often suggests a belief in the company's undervaluation or potential for growth, but also could precede activist actions.

Why It Matters

A major private equity firm, Ridgemont Equity Management III, LLC, has disclosed a significant stake in Forward Air Corporation, suggesting potential future strategic involvement or a belief in the company's growth prospects.

Risk Assessment

Risk Level: medium — The involvement of a private equity firm can lead to significant strategic changes, which could be beneficial or detrimental to existing shareholders depending on the execution.

Analyst Insight

Investors should monitor future filings from Ridgemont Equity Management III, LLC for any indication of their intentions (e.g., activist demands, board representation) and evaluate Forward Air Corporation's response to this new significant shareholder.

Key Players & Entities

• Ridgemont Equity Management III, LLC (company) — filing person and beneficial owner
• Forward Air Corporation (company) — subject company of the filing
• Charles Leonard Anderson (person) — group member associated with the filing
• Robert Leon Edwards, Jr. (person) — group member associated with the filing
• January 25, 2024 (date) — date of event requiring the filing
• February 5, 2024 (date) — filing date

Forward-Looking Statements

• Ridgemont Equity Management III, LLC will seek to engage with Forward Air Corporation's management or board to influence strategic decisions. (Forward Air Corporation) — medium confidence, target: Within 6-12 months

FAQ

Key Financial Figures

• $0.01 — ment relates is common stock, par value $0.01 per share ( Common Stock ), of Forward
• $87.5 million — sons as consideration in the Merger was $87.5 million. Pursuant to the terms of the Merger Ag
• $20 million — r Agreement, Omni shareholders received $20 million cash as additional consideration in the
• $110.00 — erence of such Series C Preferred Unit ($110.00 per unit) and a conversion price of $11

Filing Documents

• d771329dsc13d.htm (SC 13D) — 228KB
• d771329dex991.htm (EX-99.1) — 17KB
• 0001193125-24-024421.txt ( ) — 246KB

From the Filing

SC 13D 1 d771329dsc13d.htm SC 13D SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Forward Air Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 49853101 (CUSIP Number) Ridgemont Partners Management, LLC 101 S Tryon St Ste 3400, Charlotte, NC 28280 (704) 944-0914 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 25, 2024 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 ( Act ) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 49853101 SCHEDULE 13D 1 NAME OF REPORTING PERSONS REP Omni Holdings, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)(b) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 1,152,846 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,152,846 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,152,846 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% (1) 14 TYPE OF REPORTING PERSON (see instructions) PN (1) Percentage based upon (i) 25,662,063 shares of the Companys Common Stock outstanding as of November 7, 2023 as reported by the Issuer on its quarterly report on Form 10-Q filed on November 9, 2023, plus (ii) 699,707 shares of the Companys Common Stock issued by the Issuer as part of the Merger (as defined below), (iii) 1,167,256 shares of Common Stock issuable upon the conversion of Opco Class B Units and Series B Preferred Units and (iv) 451 restricted unvested shares of Common Stock of the Issuer to be issued by the Issuer to each of Charles Leonard Anderson and Robert Leon Edwards, Jr. for compensation as a director within 60 days of the filing date of this Schedule 13D. CUSIP No. 49853101 SCHEDULE 13D 1 NAME OF REPORTING PERSONS REP Coinvest III-A Omni, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)(b) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 354,957 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 354,957 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 354,957 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% (1) 14 TYPE OF REPORTING PERSON (see instructions) PN (1) Percentage based upon (i) 25,662,063 shares of the Companys Common Stock outstanding as of November 7, 2023 as reported by the Issuer on its quarterly report on Form 10-Q filed on November 9, 2023, plus (ii) 699,707 shares of the Companys Common Stock issued by the Issuer as part of the Merger (as defined below), (iii) 1,167,256 shares of Common Stock issuable upon the conversion of Opco Class B Units and Series B Preferred Units and (iv) 451 restricted unvested shares of Common Stock of the Issuer to be issued by the Issuer to each of Charles Leonard Anderson and Robert Leon Edwards, Jr. for compensation as a director within 60 days of the filing date of this Schedule 13D. CUSIP No. 49853101 SCHEDULE 13D 1 NAME OF REPORTING PERSONS REP Coinvest III-B Omni, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)(b) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS RE

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View this SC 13D filing on SEC EDGAR