Activist Investor Calls for Forward Air to Consider Sale

Yet again , Forward Air Corp. is under fire from an activist investor.

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Months after Forward Air finalized its contentious, lawsuit-ridden $2.1 billion merger with Omni Logistics, hedge fund Ancora Holdings is calling for the company’s board to engage with prospective buyers that could take the combined firm private via a sale.

“We believe the board must evaluate any and all alternatives that exist today,” Ancora said.

Ancora, which owns a 4 percent stake in the logistics firm, said in a letter to the Forward Air board of directors that improving operations, fixing its balance sheet and serving customers would be better achieved in the private market.

The hedge fund said Forward Air will need to “flawlessly execute” to achieve deal-related integration, cut excess costs and grow in a profitable manner, citing that the company would have a limited margin for error amid a soft freight market and with the overhang of a potential recession.

Sourcing Journal reached out to Forward Air.

The Tuesday letter came six days after Clearlake Capital Group said in a regulatory filing that it may engage with management and board to review and evaluate strategic alternatives. Clearlake Capital is the second-largest shareholder of Forward Air, owning 13.8 percent of total shares.

“We suspect that you have known for some time about parties being interested in buying Forward Air,” Ancora said in the letter. “Now that a private equity firm in the shareholder base has taken the rare step of filing a Schedule 13D that discloses its desire to engage with the board about strategic alternatives, the impetus is on you to announce a real review of sale options and the retention of truly independent legal and financial advisors.”

A third institutional investor, Irenic Capital, called for a board shakeup and strategic review in May. That firm has accumulated a nearly 5 percent stake in Forward Air. In total, the three shareholders that support a strategic review comprise 22 percent of the logistics firm’s stock.

The activist investors still clearly have issues with the Omni Logistics deal, calling it a “value-destructive acquisition.” Since the fusion was announced on Aug. 10, 2023, Forward Air stock has plummeted 73 percent from $113.36 per share down to $30.61 per share.

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“We expect there will be a formidable campaign to replace several members of the board—particularly those who pushed through this year’s disastrous acquisition—at the 2025 Annual Meeting of Shareholders,” Ancora’s letter said. That meeting has not been scheduled yet, but the 2024 iteration was in June, signaling that there could be a long-running campaign to replace the top brass.

Both Forward Air and Omni Logistics both already saw their pre-takeover CEOs step away from their roles after the merger, with the former also replacing its chief financial officer in May.

The Tennessee-based logistics provider, which offers less-than-truckload (LTL), truckload and intermodal services, as well as freight forwarding, incurred a massive net loss of $966.5 million in its second quarter, which was largely the result of an impairment charge of $1.1 billion related to the Omni Logistics acquisition.

Revenue outside of the Omni Logistics unit totaled $331.8 million, down 0.5 percent from $333.6 million from the year-ago quarter. When including Omni into the totals, total operating revenue nearly doubled at 92.9 percent to $643.7 million.

Omni’s operations are currently being integrated into the rest of the business, with CEO Shawn Stewart saying in the Aug. 7 earnings call that Forward “will be going to market on an incredibly focused vertical basis in ground, air, ocean, contract logistics and customs brokerage services” after once the integration is complete.

The Omni Logistics deal had been controversial from the start, with customers and investors alike being critical of last August’s agreement on the grounds that it was convoluted and would turn many freight forwarders into competitors. Forward Air tried to back out of the deal in the wake of the backlash, leading Omni Logistics to sue the company months later to enforce the deal’s completion.

Forward Air then countersued to get a court order to terminate deal.

Both companies agreed to settle each suit when they finally closed the merger in January.

“In closing, we are highly confident that the board will be applauded for announcing a strategic review process that seeks to maximize value for shareholders,” said the letter. “Our analysis suggests that a sale to one of the many well-capitalized buyers likely to engage in a process would deliver a meaningful premium relative to where Forward Air’s shares have traded before and after sale-related speculation started in late May.”

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