Clearlake Capital Discloses Stake in Forward Air Corp
Ticker: FWRD · Form: SC 13D · Filed: Aug 14, 2024 · CIK: 912728
Sentiment: neutral
Topics: activist-filing, ownership-disclosure, sec-filing
Related Tickers: FWRD
TL;DR
**Clearlake Capital just filed a 13D on Forward Air Corp. Big player watching.**
AI Summary
Clearlake Capital Group, L.P. and its affiliates, including Behdad Eghbali and Jose Enrique Feliciano, have filed a Schedule 13D on August 14, 2024, disclosing their beneficial ownership of Forward Air Corp. The filing indicates a change in their ownership stake, though specific dollar amounts and the exact percentage are not detailed in this excerpt. This filing is a routine disclosure for significant shareholders.
Why It Matters
This filing signals a significant shareholder's interest in Forward Air Corp, potentially influencing the company's strategic direction or future corporate actions.
Risk Assessment
Risk Level: medium — Schedule 13D filings often precede significant corporate events or activist investor actions, which can introduce volatility.
Key Players & Entities
- Clearlake Capital Group, L.P. (company) — Filing entity
- Behdad Eghbali (person) — Group member associated with Clearlake Capital
- Jose Enrique Feliciano (person) — Group member associated with Clearlake Capital
- Forward Air Corp (company) — Subject company
- John Cannon (person) — Authorized to receive communications for Clearlake Capital
FAQ
What is the exact percentage of Forward Air Corp shares beneficially owned by Clearlake Capital Group, L.P. and its affiliates?
The provided excerpt does not specify the exact percentage of shares beneficially owned, only that a Schedule 13D was filed on August 14, 2024, indicating a change in ownership.
When was the previous filing or significant change in ownership for Clearlake Capital regarding Forward Air Corp?
The filing is an amendment, suggesting a prior filing, but the date of the previous filing or the nature of the prior change is not detailed in this excerpt.
What is the primary business of Forward Air Corp?
Forward Air Corp operates in the Arrangement of Transportation of Freight & Cargo industry, as indicated by its SIC code 4731.
Who are the key individuals associated with Clearlake Capital in this filing?
The key individuals mentioned are Behdad Eghbali and Jose Enrique Feliciano as group members, and John Cannon as the person authorized to receive communications.
What is the CUSIP number for Forward Air Corp's common stock?
The CUSIP number for Forward Air Corp's common stock is 349853101.
Filing Stats: 2,152 words · 9 min read · ~7 pages · Grade level 11.8 · Accepted 2024-08-14 19:35:27
Key Financial Figures
- $0.01 — ation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class o
- $102,594,193 — onsideration. A total of approximately $102,594,193, including commissions, was paid to acq
Filing Documents
- ef20032426_sc13d.htm (SC 13D) — 115KB
- ef20032426_ex99-1.htm (EX-99.1) — 8KB
- 0001140361-24-037374.txt ( ) — 124KB
From the Filing
SC 13D 1 ef20032426_sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Forward Air Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 349853101 (CUSIP Number) John Cannon c/o Clearlake Capital Group, L.P. 233 Wilshire Blvd, Suite 800 Santa Monica, California 90401 (310) 400-8800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 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 person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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). SCHEDULE 13D CUSIP No. 349853101 Page 2 of 7 Pages 1 NAMES OF REPORTING PERSONS Clearlake Capital Group, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF, 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 3,825,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,825,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,825,000 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) 13.8% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN SCHEDULE 13D CUSIP No. 349853101 Page 3 of 7 Pages 1 NAMES OF REPORTING PERSONS Jos Enrique Feliciano 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF, 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 United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,825,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,825,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,825,000 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) 13.8% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC SCHEDULE 13D CUSIP No. 349853101 Page 4 of 7 Pages 1 NAMES OF REPORTING PERSONS Behdad Eghbali 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF, 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 United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,825,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,825,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,825,000 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) 13.8% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC SCHEDULE 13D CUSIP No. 349853101 Page 5 of 7 Pages Item 1. Security and Issuer. This Schedule 13D relates to the common stock, par value $0.01 per share ("Common Stock") of Forward Air Corporation, a Tennessee corporation (the "Issuer"). The Issuer's principal executive office is located at 1915 Snapps Ferry Road, Greeneville, Tennessee 37745. Item 2. Identity and Background. (a) This Schedule 13D is filed jointly, pursuant to the provisions of Rule 13d-1(k)(1) under the Act, on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Clearlake Capital Group, L.P. ("Clearlake Capital Group"); (ii) Jos Enrique Feliciano ("Mr. Feliciano"); and