| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 20, 2023, Forward Air Corporation, a Tennessee corporation (the “Company”) and certain of the Company’s subsidiaries entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Hub Group, Inc., a Delaware corporation (the “Purchaser”), pursuant to which the Purchaser acquired all of the issued and outstanding equity interests of the companies constituting the Company’s Final Mile business for an aggregate cash purchase price of $262,000,000 subject to certain purchase price adjustments, including for cash, debt, transaction expenses and working capital (the “Transaction”). The Transaction was consummated on December 20, 2023.
The Purchase Agreement contains representations, warranties and covenants relating to the Final Mile business and the Transaction, including restrictive covenants made by the Company, which the Company believes are customary for transactions of this type. The Purchaser has obtained a representation and warranty insurance policy to provide coverage for certain breaches of representations and warranties, which is subject to certain exclusions, deductibles and other terms and conditions set forth therein. A portion of the purchase price was deposited into an escrow account to satisfy purchase price adjustments, if any, and indemnification obligations.
The representations and warranties of the Company and its subsidiaries and Purchaser contained in the Purchase Agreement have been made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations and warranties (a) have been made only for purposes of the Purchase Agreement, (b) have been qualified by confidential disclosures made to Purchaser in connection with the Purchase Agreement, (c) are subject to materiality qualifications contained in the Purchase Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (e) have been included in the Purchase Agreement for the purpose of allocating risk between the Company and Purchaser rather than establishing matters as facts. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company or Purchaser or their respective subsidiaries, affiliates or businesses, including the Final Mile business. Investors should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or Purchaser or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Purchase Agreement should not be read alone but should instead be read in conjunction with other information regarding the parties, the Transaction and other documents that the Company files with the U.S. Securities and Exchange Commission (the “SEC”).
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On December 20, 2023, the Company issued a press release announcing the closing of the Transaction. 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 Securities Exchange Act of 1934, as amended (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 Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| 10.1* | | Equity Purchase Agreement, dated December 20, 2023 by and between Forward Air Corporation, Forward Air Final Mile, LLC, FFM, LLC, Forward Air, Inc., FAF, Inc., and Hub Group, Inc. |
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| 99.1 | | Press Release of Forward Air Corporation, dated December 20, 2023. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
| * | Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. |
