Filing Details
- Accession Number:
- 0001140361-24-025142
- Form Type:
- 13G Filing
- Publication Date:
- 2024-05-08 20:00:00
- Filed By:
- Clearlake Capital Group, L.p.
- Company:
- Forward Air Corp (NASDAQ:FWRD)
- Filing Date:
- 2024-05-09
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Clearlake Capital Group | 0 | 3,649,876 | 0 | 3,649,876 | 3,649,876 | 13.8% |
| Jos Enrique Feliciano | 0 | 3,649,876 | 0 | 3,649,876 | 3,649,876 | 13.8% |
| Behdad Eghbali | 0 | 3,649,876 | 0 | 3,649,876 | 3,649,876 | 13.8% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
FORWARD AIR CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
349853101
(CUSIP Number)
April 30, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☒ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| SCHEDULE 13G | |
| CUSIP No. 349853101 | Page 2 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Clearlake Capital Group, L.P.
| | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,649,876 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,649,876 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,649,876 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 13.8% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA, PN | | | |||
| | | ||||
| SCHEDULE 13G | |
| CUSIP No. 349853101 | Page 3 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| José Enrique Feliciano | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States of America | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,649,876 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,649,876 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,649,876 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 13.8% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN, HC | | | |||
| | | ||||
| SCHEDULE 13G | |
| CUSIP No. 349853101 | Page 4 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Behdad Eghbali | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States of America | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,649,876 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,649,876 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,649,876 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 13.8% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN, HC | | | |||
| | | ||||
| SCHEDULE 13G | |
| CUSIP No. 349853101 | Page 5 of 10 Pages |
| Item 1(a). | Name of Issuer: |
Forward Air Corporation (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1915 Snapps Ferry Road, Building N, Greeneville, TN 37745
| Item 2(a). | Name of Persons Filing: |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| i) | Clearlake Capital Group, L.P. (“Clearlake Capital Group”); |
| ii) | José Enrique Feliciano (“Mr. Feliciano”); and |
| iii) | Behdad Eghbali (“Mr. Eghbali”). |
This Statement relates to the Shares (as defined herein) held for the accounts of Clearlake Capital Partners VII Finance, L.P., a Delaware limited partnership (“Clearlake Capital Partners VII”), and
Clearlake Capital Partners VIII Finance, L.P., a Delaware limited partnership (“Clearlake Capital Partners VIII”). Clearlake Capital Group serves as the investment adviser to and controls each of Clearlake Capital Partners VII and Clearlake Capital
Partners VIII. Mr. Feliciano and Mr. Eghbali are Managing Partners of Clearlake Capital Group.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of each of the Reporting Persons is c/o Clearlake Capital Group, L.P., 233 Wilshire Blvd., Suite 800, Santa Monica, California 90401.
| Item 2(c). | Citizenship: |
| i) | Clearlake Capital Group is a Delaware limited partnership; |
| ii) | Mr. Feliciano is a citizen of the United States of America; and |
| iii) | Mr. Eghbali is a citizen of the United States of America. |
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share (the “Shares”)
| Item 2(e). | CUSIP Number: |
349853101
| SCHEDULE 13G | |
| CUSIP No. 349853101 | Page 6 of 10 Pages |
| Item 3. | If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☒ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). | |
| (g) | ☒ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
| Item 4. | Ownership: |
| (a) | Amount beneficially owned: |
As of April 30, 2024, each of the Reporting Persons may be deemed the beneficial owner of 3,649,876 Shares, consisting of 2,568,443 Shares held for the account of Clearlake Capital
Partners VII and 1,081,433 Shares held for the account of Clearlake Capital Partners VIII.
| (b) | Percent of class: |
As of April 30, 2024, each of the Reporting Persons may be deemed the beneficial owner of approximately 13.8% of the Shares outstanding. (There were 26,438,420 Shares outstanding as of March 25, 2024, as
reported in the Issuer’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2024.)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 3,649,876 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 3,649,876 |
| Item 5. | Ownership of Five Percent or Less of a Class: |
This Item 5 is not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
See disclosure in Items 2 and 4 hereof. Clearlake Capital Partners VII and Clearlake Capital Partners VIII are known to have the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
| SCHEDULE 13G | |
| CUSIP No. 349853101 | Page 7 of 10 Pages |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
See disclosure in Item 2 hereof.
| Item 8. | Identification and Classification of Members of the Group: |
This Item 8 is not applicable.
| Item 9. | Notice of Dissolution of Group: |
This Item 9 is not applicable.
| Item 10. | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under § 240.14a-11.
| SCHEDULE 13G | |
| CUSIP No. 349853101 | Page 8 of 10 Pages |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement
jointly pursuant to the Agreement listed on Exhibit 1 hereto.
| Dated: May 9, 2024 | ||
| CLEARLAKE CAPITAL GROUP, L.P. | ||
| By: | /s/ John Cannon | |
| Name: | John Cannon | |
| Attorney-in-Fact | ||
| JOSÉ E. FELICIANO | ||
| By: | /s/ John Cannon | |
| Attorney-in-Fact | ||
| BEHDAD EGHBALI | ||
| By: | /s/ John Cannon | |
| Attorney-in-Fact | ||
| SCHEDULE 13G | |
| CUSIP No. 349853101 | Page 9 of 10 Pages |
EXHIBIT INDEX
| Exhibit No. | |
| 1 | Joint Filing Agreement, dated May 9, 2024 |
| 2 | Power of Attorney of Reporting Persons (incorporated by reference to Exhibit No. 2 to the Schedule 13G filed by the Reporting Persons on February 8, 2021) |
| SCHEDULE 13G | |
| CUSIP No. 349853101 | Page 10 of 10 Pages |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly
file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
| EXECUTED this 9th of May, 2024 | ||
| CLEARLAKE CAPITAL GROUP, L.P. | ||
| By: | /s/ John Cannon | |
| Name: | John Cannon | |
| Attorney-in-Fact | ||
| JOSÉ E. FELICIANO | ||
| By: | /s/ John Cannon | |
| Attorney-in-Fact | ||
| BEHDAD EGHBALI | ||
| By: | /s/ John Cannon | |
| Attorney-in-Fact | ||