Following a period of litigation resulting in an amendment to the merger agreement for Omni Logistics LLC, Forward Air Corp. closed the merger on Jan. 25, 2024. We expect Forward Air's S&P Global Ratings-adjusted funds from operations (FFO) to debt will be 8.2%, well below previous expectations for the mid-teens percent area in 2024 due to weaker demand and an elevated cost structure at Omni. We therefore lowered our issuer credit rating on Forward Air to 'B+' from 'BB-' and our issue-level rating on its senior secured debt to 'B+' from 'BB-'. The '3' recovery rating is unchanged, indicating our expectation of meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. The stable outlook reflects our expectation