After more than two months of litigation and moments before the commencement of trial, the parties moved forward with this acquisition.
Retained by Wachtell, Lipton, Rosen & Katz
In August 2023, Forward Air Corporation (Forward) announced that it would acquire Omni Logistics LLC (Omni) for a combination of cash and equity in a deal that valued Omni at approximately $3.2 billion. In the week following the announcement, shareholders traded Forward’s stock down by over 40 percent and later unsuccessfully sued to block the deal. In October 2023, under further pressure from shareholders, Forward announced that it believed Omni had violated the terms of the merger agreement and that it was considering not completing the transaction.
Specifically, Forward alleged that Omni had not provided certain information in a timely manner that was necessary for appropriately structuring Forward’s debt financing, including monthly financial results and updates to forward-looking projections. Omni then sued Forward to enforce the merger agreement, and Forward countersued.
Counsel for Omni retained Cornerstone Research and two testifying experts, each of whom submitted expert reports and were deposed:
- James Boland, Head of Leveraged Capital Markets at The Benchmark Company LLC, was retained to address the information typically provided to lenders of debt financing of mergers and acquisitions.
- Douglas Prawitt, the LeRay McAllister / Deloitte Foundation Distinguished Professor of Accountancy and Director of the School of Accountancy at the Marriott School of Business, Brigham Young University, was retained to respond to opinions related to Omni’s financial reporting capabilities, including how certain factors may have impacted the amount of time required for Omni to provide reliable financial information.
In January 2024, after more than two months of litigation and moments before the commencement of the trial, the parties announced that Forward would complete its purchase of Omni. The deal closed a few days later.
