Ancora Issues Letter to Forward Air Corporation’s Board of Directors Regarding the Need to Initiate a Strategic Review Based on Acquirer Interest

By: Ancora Holdings Group, LLC via Business Wire

August 20, 2024 at 09:00 AM EDT

Believes the Board Must Engage with Prospective Buyers Following a “Lost Decade” Defined by Overwhelmingly Negative TSR and Significant Underperformance Across 1-, 3-, 5- and 10-Year Periods

Contends the Private Market is the Best Place for Forward Air to Fix Balance Sheet Issues, Improve Operations, and Serve Customers and Other Stakeholders

Expects a Sale to Deliver Meaningful Premiums Relative to the Company’s Current and Unaffected Share Prices, While Eliminating Further Risk for Long-Suffering Shareholders

Ancora Holdings Group, LLC (collectively with its affiliates, “Ancora” or “we”) today issued the below open letter to the Board of Directors (the “Board”) of Forward Air Corporation (NASDAQ: FWRD) (“Forward Air” or the “Company”).

***

August 20, 2024

Forward Air Corporation

1915 Snapps Ferry Road, Building N

Greeneville, Tennessee 37745

Attn: The Board of Directors

Members of the Board,

Ancora is a top 10 shareholder of Forward Air, with an approximately 4% stake in the Company. We have a long history of investing in Forward Air and engaging with leadership to share value-enhancing suggestions pertaining to capital allocation, governance, operations and strategy. In fact, within a year of our first campaign that resulted in a refresh of the Board and stronger financial and operational discipline, Forward Air’s shares rose significantly and reached an all-time high of more than $124 on January 4, 2022. Unfortunately, despite our best efforts to sustain improved governance and performance, the Company’s reversion to old habits and its debt-funded acquisition of Omni Logistics, LLC (“Omni”) have wiped out a tremendous amount of shareholder value.

Forward Air now stands at a crossroads. If the Company remains in the public market, it will need to flawlessly execute to achieve deal-related synergies, cut excess costs, fix its highly levered balance sheet and grow in a profitable manner. New management, which is shackled to many of prior management’s questionable decisions, will have limited margin for error as it tries to pull off a multi-faceted turnaround amidst a soft freight market and with the overhang of a recession. Considering Forward Air’s decade of struggles, as evidenced by the following Total Shareholder Return figures, we believe the Board must evaluate any and all alternatives that exist today:¹

	Since Omni Deal Announcement	1-Year	3-Year	5-Year	10-Year
*Forward Air*	-88.05%	-87.35%	-86.87%	-77.68%	-69.34%
S&P 500 Index	20.16%	28.06%	32.24%	103.73%	233.58%
Russell 2000 Index	8.94%	18.48%	-5.17%	46.07%	107.28%
S&P 500 Air Freight & Logistics Index	-13.61%	-6.48%	-21.64%	65.98%	95.30%

We suspect that you have known for some time about parties being interested in buying Forward Air. 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. To be clear, it would undermine the credibility of any process to use the same professionals who profited from and supported the value-destructive acquisition of Omni. Conversely, running a robust process will likely spur productive near-term discussions with interested parties, including the many financial sponsors with holdings and expertise in the sector.

Holders of approximately 22% of Forward Air’s outstanding shares have already independently disclosed support for a strategic review.² Given the large number of actively managed funds and multiple private equity firms invested in the Company, we maintain there are many other shareholders with similar views. We suspect you have already received direct feedback from some of these investors. In the event such overwhelming consensus is ignored, 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.

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. 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. To the extent it is helpful, we are willing to meet at your convenience to provide perspectives and recommendations for delivering the right outcome for Forward Air shareholders.

Thank you in advance for your prompt attention to this letter. While a sale may not be your first choice, prioritizing shareholders’ interests and protecting them from more permanent value destruction must be your top priority.

Sincerely,

Frederick D. DiSanto

Chairman and Chief Executive Officer

Ancora Holdings Group, LLC

James Chadwick

President

Ancora Alternatives LLC

***

About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm’s comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. For more information about Ancora, please visit https://ancora.net.

¹ Total Shareholder Return data, inclusive of dividends reinvested, are sourced from Bloomberg LP and run through May 27, 2024, which is the last trading day before public reports that Irenic Capital Management LP, a top 10 shareholder, was calling for a review of strategic alternatives.

² Approximation accounts for publicly disclosed holdings of three separate investors: Ancora Holdings Group, LLC, Clearlake Capital Group, LP and Irenic Capital Management LP.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240820689918/en/

Contacts

Longacre Square Partners

Charlotte Kiaie / Bela Kirpalani, 646-386-0091

ancora@longacresquare.com

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Ancora Issues Letter to Forward Air Corporation’s Board of Directors Regarding the Need to Initiate a Strategic Review Based on Acquirer Interest

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