Forward Air Corp. Files 8-K: Material Agreement & Financials

Ticker: FWRD · Form: 8-K · Filed: Jan 6, 2025 · CIK: 912728

Sentiment: neutral

Topics: material-agreement, financials, regulation-fd

TL;DR

Forward Air Corp. signed a big deal, filing 8-K with financials.

AI Summary

Forward Air Corp. announced on December 30, 2024, that it entered into a material definitive agreement. The filing also covers results of operations and financial condition, along with Regulation FD disclosures and financial statements. The company, previously known as Landair Services Inc., is incorporated in Tennessee and headquartered in Greeneville.

Why It Matters

This 8-K filing indicates a significant new agreement for Forward Air Corp., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Forward Air Corp. on December 30, 2024?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.

What other items are covered in this 8-K filing besides the material definitive agreement?

This 8-K filing also covers Results of Operations and Financial Condition, Regulation FD Disclosure, and Financial Statements and Exhibits.

When was Forward Air Corp. previously known by another name?

Forward Air Corp. was formerly known as Landair Services Inc., with a date of name change on September 28, 1993.

Where is Forward Air Corp. headquartered?

Forward Air Corp. is headquartered at 1915 Snapps Ferry Road, Building N, Greeneville, TN 37745.

What is the SIC code for Forward Air Corp.?

The Standard Industrial Classification code for Forward Air Corp. is 4731, which relates to Arrangement of Transportation of Freight & Cargo.

Filing Stats: 1,231 words · 5 min read · ~4 pages · Grade level 10.4 · Accepted 2025-01-06 09:04:17

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 30, 2024, Clue Opco LLC (the "Borrower"), a subsidiary of Forward Air Corporation (the "Company"), the revolving lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, entered into Amendment No. 3 ("Amendment No. 3") to the Credit Agreement, dated as of December 19, 2023 (as amended, supplemented or otherwise modified prior to the date of Amendment No. 3, the "Credit Agreement"). Amendment No. 3 amends the Credit Agreement to: modify the financial performance covenant by increasing the maximum consolidated first lien net leverage ratio to 6.75:1.00 for the quarters ending December 31, 2024 through and including September 30, 2025, which steps down by 0.25x for each of the next five quarters through December 31, 2026 and is thereafter maintained at 5.50:1.00; reduce the revolving credit commitments available under the Credit Agreement from an aggregate amount of $340,000,000 to an aggregate amount of $300,000,000; potential to reduce the revolving credit facility by another $50,000,000 to $250,000,000 if the consolidated first lien net leverage ratio exceeds 6.50:1.00 for any quarter starting in the first quarter of 2025, unless the Company makes a prepayment of its Term B loans in an aggregate amount of at least $50,000,000, at which time such reduction provision will be nullified for future periods; restrict the Borrower's ability to make certain restricted payments, unless its consolidated total net leverage ratio is less than 4.00:1.00; and include an anti-cash hoarding covenant, which will be effective only during the period from the closing date of Amendment No. 3 through December 31, 2026, requiring Borrower to prepay the revolving credit loans if it has more than $120 million of unrestricted cash on the last day of each calendar month in which revolving credit loans are outstanding or on the day that is five business days after the date of any borrowi

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On January 6, 2025, the Company issued a press release to reaffirm the Company's previously issued financial guidance for the fiscal year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information furnished pursuant to Items 2.02 and 9.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (the "Securities Act"). SECTION 7 – REGULATION FD.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 6, 2025, the Company issued a press release announcing (1) a review by its Board of Directors of strategic alternatives to maximize shareholder value, (2) the amendment of the Credit Agreement, (3) the implementation of the initial phase of the Company's transformation strategy, and (4) a reaffirmation of the Company's previously issued financial guidance for the fiscal year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished to the SEC and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being furnished as part of this Report. No. Exhibit 10.1* Amendment No. 3, dated as of December 30, 2024, by and among Clue Opco LLC, the revolving lenders party thereto and Citibank, N.A. 99.1 Press Release of Forward Air Corporation, dated January 6, 2025 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) *Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. Forward Air Corporation agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FORWARD AIR CORPORATION Date: January 6, 2025 By: /s/ Shawn Stewart Name: Title: Shawn Stewart Chief Executive Officer

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