Latest news with #Forward
Yahoo
a day ago
- Business
- Yahoo
Proxy adviser backs activist's move to reshape Forward Air board
A major independent proxy advisory firm is backing activist investor Ancora's call for shareholders to vote against three Forward Air board members at the company's upcoming annual meeting. Institutional Shareholder Services Inc. (ISS) has recommended that Forward's (NASDAQ: FWRD) shareholders reject the reelection of Chairman George Mayes and directors Javier Polit and Laurie Tucker, according to a Monday statement from Ancora Holdings Group. Ancora has blamed the trio for overseeing a controversial merger with freight forwarder Omni Logistics. That deal has been publicly panned as it was structured through a series of transactions to circumvent a vote from shareholders. It also left Forward with a debt-laden balance sheet (5.3 times net debt leverage at the close of the first quarter) and ceded a 38% equity stake and voting bloc to Omni's private equity backers. Shares of FWRD tanked following the August 2023 deal announcement and are down 85% since. The company acquiesced to shareholder pressure earlier this year, agreeing to undertake a strategic review of its options, which potentially include selling the company to private equity. Ancora has since accused Forward of 'slow-walking' the review process, saying that it only recently executed nondisclosure agreements with interested parties. 'In light of the urgency for a well-run strategic review process, coupled with the governance failures related to the value-destructive Omni acquisition, there is a case for change at the board level,' ISS stated in its report, per the Ancora statement. 'Shareholders have every right to be concerned about the likelihood of a positive outcome given the board's track record on M&A decision making and the board's utter disregard for investors in the past.' A 50.1% vote is required for the three board members to be reelected. The results of the election will be confirmed at Forward's June 11 annual meeting. The company is also asking shareholders to approve a reincorporation from Tennessee to Delaware, which it says has a more corporate-friendly legal landscape and would make it easier to sell the company. But Ancora has claimed the move was a belated fix to the company's changed stance on Tennessee M&A law, which precluded it from engaging with a potential buyer and thus preserving the current makeup of the board. Forward noted in a Friday filing with the Securities and Exchange Commission that it has been 'taking into account shareholder feedback' as it explores all potential options to maximize value. It also said it has begun talks with 'parties interested in participating in the process,' which presumably include potential buyers. 'The full Forward Air Board is highly qualified and actively engaged in all activities underway, including oversight of the strategic alternatives process. Removing ~30% of the Board at this time is unnecessary and would be destabilizing to the Company and the process,' a spokesperson with Forward Air said on Monday. 'If Ancora is focused on an efficient strategic review process, depriving the Board of critical expertise undermines that very goal.' More FreightWaves articles by Todd Maiden: J.B. Hunt expands premium intermodal offering to shippers in Mexico ArcBest taps CH Robinson veteran to fix asset-light business Truckload spot rates to continue upward trend, RXO says The post Proxy adviser backs activist's move to reshape Forward Air board appeared first on FreightWaves. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
3 days ago
- Business
- Yahoo
Traveling downtown might never be the same after Mayo Clinic expansion
May 31—ROCHESTER — Driving in downtown Rochester recently can feel a little like going through a corn maze, as the area is dotted with temporary lane and street closures. While some lanes will reopen in the future, it's unlikely that traffic through parts of downtown will ever fully return to what some consider to be normal. "Travel patterns downtown will change drastically," Rochester Traffic Engineer Sam Budzyna said. The changes are the result of a pair of major projects in the city — Mayo Clinic's $5 billion expansion and the city's bus-rapid transit system. And it means some roads, like Third and Fourth avenues southwest, will look different permanently. Last year, the Rochester City Council approved the future closure of the one-way roads between West Center Street and Second Street Southwest to make way for Mayo Clinic's "Bold. Forward. Unbound. In Rochester." project. Mayo Clinic recently submitted an application to consolidate several lots stretching west of the Mayo and Gonda buildings. Mayo Clinic was required to conduct a traffic study and now must work with city staff to outline a plan for anticipated impacts for a 20-year period, Deputy Public Works Director and City Engineer Dillon Dombrovski said. Third and Fourth avenues won't be officially vacated until city-approved plans to address traffic changes are in place. So, where will that traffic go once those roads are closed? It's still a work in progress, but Sixth and Broadway avenues are expected to see major impacts. "Looking at mitigation, we look at the impacts to intersections and different corridors," Dombrovski said. "In this study, it's obviously identified that those trips are going to have to shift elsewhere, and Sixth Avenue (Southwest) is one of the corridors that's identified that see an increase in traffic." He said other north-south traffic could move to Broadway. Increased use of First Avenue will be discouraged, since its design targets pedestrian and bike use. Budzyna said the impacts aren't expected to shift all current Third and Fourth avenue traffic to other north-south corridors, since early study indicates much of the past use focused on the clinic campus as a destination. "A lot of that traffic does go straight to what's currently the west Gonda to drop off, so there's not a whole lot of through traffic with people just cutting through downtown all the way from north to south," he said. While the combined one-way avenues have two lanes in each direction, he said current studies show Sixth Avenue will be able to accommodate the added traffic without widening the roadway, though some improvements are expected. Mayo Clinic must fund the evaluation of potential changes for Sixth Avenue intersections at West Center Street, Second Street Northwest and Civic Center Drive for the city to decide if adjustments are needed, Dombrovski said. "The studies indicate we're going to need to do something differently," he said, adding that Mayo Clinic is expected to bear most of the cost related to making changes under a pending development agreement. City costs could come with improvements outside those required by the Mayo Clinic project. In a statement from Mayo Clinic, communications manager Kristy Jacobson wrote that expansion plans are being "thoughtfully integrated into the broader Rochester downtown area, contributing to a vibrant community where community members, staff, patients and visitors feel welcome. "Once Bold. Forward. Unbound. in Rochester is complete, arrival and departure — serving vehicles, shuttles, valet and pedestrians — will welcome patients and visitors to Mayo Clinic with designs that help reduce vehicle congestion and pave the way for a pedestrian-centric campus that seamlessly connects public and private spaces." Budzyna said early plans show three drop-off points for the new complex: * A southern loop around Calvary Episcopal Church , 111 Third Ave. SW., which sits between the existing Third and Fourth avenues; * A similar northern loop with vehicles driving in on Fourth Avenue and out of Third Avenue; * And a planned "North Arrival Center" near the Co-Cathedral of St. John the Evangelist, 11 Fourth Ave. SW. Combined with the addition of the city's Link Bus Rapid Transit system along Second Street south of the new Mayo Clinic Buildings, Budzyna predicts changes in driving habits will come with the expansion and new parking amenities outside the downtown core. "The travel patterns are just going to change so much, opening up capacity for more patients and visitors rather than employees that just need to store their cars all day long," he said, adding that changes are expected to provide more options for accessing downtown. One impact remaining to be addressed revolves around the elimination of a bike corridor that the city established five years ago. "There's not going to be a bikeway on Third and Fourth (avenues) anymore like there is today, so we have a condition that requires Mayo to be responsible for re-establishing that bike network," Dombrovski said. Mayo Clinic is expected to establish an indoor pedestrian passage through its new building at Fourth Avenue, but Dombrovski said that won't serve the needs of bicyclists, who use the two one-way avenues to cross between downtown bike routes on West Center Street and Fourth Street Southwest. The city engineer said a mobility consultant is expected to be hired to engage bike users and determine the best north-south route through the downtown core, which would tie back to existing facilities on each side of the new construction. Since closing the streets will rely on approved plans to address all traffic impacts, Rochester Planning Supervisor Ed Caples said final filing of the street status is delayed until agreements are reached. "They have to work through it before they can record it," he said. Additionally, he said, the subdivision being reviewed will require the street vacations to be filed before building permits can be issued. Dombrovski said required reviews and planning for future traffic will take time, which is typical with large projects that impact public streets. "That's not any different than any other development project," he said.
Yahoo
21-05-2025
- Business
- Yahoo
Activist investor pushes Forward Air to execute ‘value-maximizing sale'
Ancora Holdings Group provided a detailed presentation late Tuesday outlining why Forward Air shareholders should vote out 'three unfit legacy directors' it blames for the company's 'disastrous acquisition of Omni Logistics' and 'efforts to stall the company's current sale process.' The activist investor first penned a letter to shareholders two weeks ago calling for the removal of Chairman George Mayes and directors Javier Polit and Laurie Tucker. It said the three will be forced to resign it they don't garner 50.1% of the vote at the June 11 annual meeting. Shares of Greeneville, Tennessee-based Forward Air (NASDAQ: FWRD) closed Tuesday at just $18.04, a far cry from the $110 closing price the stock held prior to the August 2023 merger announcement with Omni. The Omni acquisition was structured through a series of transactions to preclude a vote by shareholders as required by Tennessee law. It was funded with $1.85 billion of debt and gave Omni's private equity backers control over a 38% voting bloc and four board seats. (Some shareholders have taken issue with the entrenchment nature of the deal, as the voting bloc is required to vote in favor of board-chosen directors at elections.)Forward closed the 2025 first quarter at a 5.3 times net debt leverage ratio, an improvement from 5.5 times at the end of the year but significantly higher than the sub-2 times projected for 2025 when the deal was announced. On a combined basis, Forward and Omni had pro forma earnings before interest, taxes, depreciation and amortization of $593 million (inclusive of $125 million in expected deal synergies) for the 12-month period ended June 30, 2023 – the last period prior to the 2023 deal announcement. (Forward closed the first quarter with last-12-months' adjusted EBITDA of just $313 million.) The underperformance required the company to modify its credit agreement earlier this year to avoid breaching a debt covenant of 4.5 times leverage set for later this year. 'Each of the targeted directors was on the Board in August 2023 when it decided to pursue the Omni Logistics LLC ('Omni') acquisition and bears responsibility for the disastrous deal, which was criticized by shareholders and independent onlookers because it burdened the Company with substantial debt, presented operational and integration challenges, and strained customer relations,' the Ancora presentation said.'We believe Forward Air has limited opportunity as a standalone public company – with its level of debt, remaining independent will likely mean additional dilution for the Company's equity holders.' Ancora said Forward's board has been 'slow-walking' a strategic review that was announced at the beginning of the year despite months of pressure from investors to explore selling the company or consider other options. 'Since reactively announcing a strategic alternatives process five months ago to avoid another proxy contest, the Board appears to have made little progress toward achieving a sale, the presentation said. 'Our diligence indicates that non-disclosure agreements have only recently been distributed to interested parties – a necessary first step – despite the fact that Forward Air has had multiple private equity firms in its shareholder base over the last year.' Ancora also accused Forward's board of further entrenchment maneuvers by changing its stance on Tennessee M&A law governing engagement with 'interested shareholders,' or those holding 10% or more of the voting power. 'After choosing to opt out of the Tennessee Business Combination Act for years, the Board suddenly chose not to opt out in 2024 – just a week after a private equity firm [Clearlake Capital Group] reported a 13.8% stake in Forward Air – without disclosing why.' Forward is currently precluded under Tennessee law from engaging with interested shareholders for a five-year period. However, Forward has asked shareholders to approve a reincorporation in Delaware to make it easier to sell the company. (Delaware has similar restrictions for interested shareholders, but the ownership threshold is 15%.) Ancora said the move is simply an effort to 'paper over the Board's past actions' and that 'the board has not disclosed why it determined not to opt out of the Tennessee Business Combination Act, after consistently opting out in previous years.''If truly necessary, the belated Delaware reincorporation plan is further evidence that the Board continues to be two steps behind and is not working proactively to maximize value for shareholders,' Ancora said. 'These directors only take action when their backs are against the wall.' Ancora also said the company isn't improving governance practices as part of the move to Delaware, pointing to the board's restriction on shareholder actions without unanimous written consent and a new clause that narrows the window for calling special meetings. Forward has made moves following the January 2024 closing of the Omni acquisition. It replaced the deal's architect and former CEO Tom Schmitt, among other C-suite changes. The 12-person board has also seen turnover. Forward CEO Shawn Stewart is the only employee on the board. The remaining seats are held by independent directors. Seven of those were appointed after the merger, three of whom were designated by Omni. Other board members have either resigned or decided not to stand for reelection. (A recent proxy filing from Forward calls for the board to be reset at 11 members.) Stewart joined Forward a year ago, after the company was forced to close on the deal. He previously served as a unit head at Ceva Logistics and has added former colleagues to Forward's roster. The new leadership group, however, hasn't formally communicated a go-to-market strategy. In addition to net debt leverage stepping slightly lower in the first quarter, the company's liquidity position improved modestly. The company has worked to improve the freight mix at its legacy expedited less-than-truckload unit. Corrective pricing actions wrapped up in early February, and the business is focused on winning heavier shipments, which often carry better margins. Forward reported a 10.4% adjusted EBITDA margin in the unit in the first quarter, which was 380 basis points better sequentially and outperformed normal seasonal trends. Ancora called out the unit's declining EBITDA and depressed margins since the deal was announced. On a trailing 12-month basis, EBITDA has nearly been cut in half to $106 million and the EBITDA margin is off roughly 400 bps to 9.7%. Ancora pointed to several opportunities for the legacy intermediary to freight forwarders and cargo airlines. It said the company now has direct access to sell to shippers and should be able to better leverage its more than 250 terminals and 40 bonded warehouses. It also estimates that the company's yields are 32% below market despite offering an expedited, premium service. That in part explains the falloff in its expedited LTL operating ratio (inverse of operating margin), which was 93.9% last year (93.7% in the first quarter). It said 'the right leadership team with the right strategy' could move ORs back to the low 80s like they were in 2011 to 2013. 'By utilizing the Company's network, leveraging new shipping partners, effectively pricing its premium offerings and densifying the network on a recapitalized balance sheet, potential suitors have an opportunity to [generate] more than 2.5x operating income [growth] at modest assumed [revenue] growth rates and historical operating ratio levels.' Ancora provided takeout scenarios ranging from 31% to 148% upside to Forward's recent share price based on EBITDA multiples ranging from nine times to 12 times, respectively. 'We have continued to share our view with the Board and management that the best risk-adjusted outcome for all shareholders is a sale of the Company,' Ancora said. 'But Forward Air appears to be running down the clock, reducing the chance of achieving a value-maximizing sale – and increasing the risk of further value destruction should a sale not materialize.' This isn't Ancora's first activist interest in Forward Air. In 2021, it was successful with a plan to improve freight mix, redirect capital allocation and change the board's composition. Ancora currently holds a 4% stake in Forward Air. 'The Board and management team are entirely focused on taking deliberate actions to maximize shareholder value,' a spokesperson with Forward Air told FreightWaves. 'The Board is actively engaged in leading the strategic review process, which, as we noted, is underway, and the continued oversight of our transformation strategy. We firmly believe that all of our directors are vital to these efforts.' More FreightWaves articles by Todd Maiden: FedEx taps leaders from within for LTL spinoff, to Wall Street's dismay April sees mixed freight trends on path to recovery Pamt Corp. CEO resigns for family reasons amid mounting losses The post Activist investor pushes Forward Air to execute 'value-maximizing sale' appeared first on FreightWaves. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Scottish Sun
20-05-2025
- Entertainment
- Scottish Sun
Huge Scots singer announces second Hydro show after gig sells out ‘faster than ever imagined'
The artist admitted they were scared to take on another gig at the venue. IN DEMAND Huge Scots singer announces second Hydro show after gig sells out 'faster than ever imagined' Click to share on X/Twitter (Opens in new window) Click to share on Facebook (Opens in new window) SINGER Amy Macdonald has announced a second gig at the OVO Hydro after the first sold out rapidly. The This Is Your Life star couldn't believe how quickly tickets were snapped up for the December 12 show in Glasgow. Sign up for the Entertainment newsletter Sign up 2 Amy can't wait to play in her home city of Glasgow. Credit: Michael Schofield 2 She has a new album out in July. Credit: Tom Farmer Now she's added another date on December 11 for her home city as fans eagerly await the release of her new album Is This What You've Been Waiting For on July 11. The musician, 37, boasts 12 million record sales and a billion+ streams and is about to begin a busy festival season before her major European tour. She said: "I can't actually believe I'm saying this but the tickets for the Hydro show have sold faster than I ever imagined. "We've totally sold it out - with over 6 months to go. "This makes me scared as hell to say this but we're gonna do a SECOND NIGHT!" She will be supported by Cammy Barnes and tickets for the new show go on general sale this Friday at 10am from The title track from her new album was was premiered on Radio 2 by Scott Mills. The next single is called Forward and sees her counter challenging times with a shot of escapist optimism. It's a song clearly rooted in her love of Bruce Springsteen and was written during sessions in Berlin. Amy said: 'I was consumed by the constant bad news cycle, which seems to have been a thing since Covid. Amy Macdonald hosts pop-up show at Glasgow shopping centre "It's just one thing after another – no jobs, bills going up, another war. "So in the past few years, I've actually switched off a bit, because really all you can keep doing is put one foot in front of the other, and try not to get too bogged down by the things you can't control.'
Yahoo
20-05-2025
- Yahoo
Coast Guard Cutter Forward seizes $23M+ in cocaine during 79-day patrol
PORTSMOUTH, Va. (WAVY) – The Coast Guard Cutter Forward (WMEC 911) returned to their home port in Portsmouth Monday after a 79-day patrol to conduct counter-drug operations. While in patrol, the cutter noticed a vessel engaged in drug-trafficking and a team including members of the Coast Guard Tactical Law Enforcement Team – South (TACLET-S) pursued the vessel. Four suspected drug traffickers were apprehended. A second small boat crew went to locate and recover 37 bales of cocaine that were dropped by the suspected traffickers, resulting in the seizure of 2,039 pounds of cocaine worth more than $23 million. 'Transnational criminal organizations are smart and sophisticated, and our crews meet that challenge head-on,' said Cmdr. Andrew Grantham, commanding officer of Forward. 'Throughout this demanding patrol, our team performed with professionalism and determination.' The Forward worked in tandem with Coast Guard Cutters Kimball (WMSL 756), Thetis (WMEC 910) and TACLET-S to stop suspected drug smuggling while patrolling off the Pacific coast of Central and South America. Copyright 2025 Nexstar Media, Inc. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.
