ATSG Shareholders to Receive $22.50 Per Share
in Cash
Air Transport Services Group, Inc. (NASDAQ:ATSG), a global
leader in medium widebody freighter aircraft leasing, air transport
operations, and support services, today announced that it has
entered into a definitive agreement to be acquired by Stonepeak, a
leading alternative investment firm specializing in infrastructure
and real assets, in an all-cash transaction with an enterprise
valuation of approximately $3.1 billion.
Under the terms of the definitive agreement, which was
unanimously approved by ATSG’s Board of Directors, holders of
ATSG’s common shares will receive $22.50 per share in cash. The
purchase price represents a premium of approximately 29.3% over
ATSG’s closing share price on November 1, 2024, the last full
trading day prior to this announcement, and a 45.5% premium over
ATSG’s volume-weighted average price (VWAP) over the prior ninety
trading days. Upon completion of the transaction, ATSG's shares
will no longer trade on NASDAQ, and ATSG will become a private
company.
Joe Hete, Executive Chairman of ATSG’s Board of Directors, said,
“The agreement with Stonepeak will deliver immediate and certain
cash value to ATSG’s shareholders at a substantial premium to
recent market prices. With a history dating back to 1980, we are
excited to reach this important milestone in our journey. Since
going public in 2003, ATSG has diversified and expanded its
portfolio of companies and services, becoming a global leader in
midsize freighter leasing and flying, as well as a leading
supplemental provider of passenger transport for the U.S.
Department of Defense and other agencies. Following the Board’s
careful evaluation of the transaction, we are confident it is the
best path forward and maximizes value for ATSG’s shareholders,
while also benefiting our employees, customers, partners,
communities and other stakeholders.”
“This transaction reflects the tremendous value of our fleet of
in-demand midsize freighter and passenger aircraft, and the
strength of our talented teams across ATSG’s businesses,” said Mike
Berger, Chief Executive Officer of ATSG. “In Stonepeak, we have
found a partner that recognizes the power of our Lease+Plus
strategy to provide comprehensive aircraft leasing and operating
solutions to our customers. With Stonepeak’s investment and
extensive expertise in transportation and logistics and asset
leasing, ATSG will be well positioned to further expand its global
presence in the air cargo leasing market and enhance its service
offerings to customers. We would like to thank our employees for
helping us achieve this significant milestone and for their
continued dedication as we prepare to enter this new chapter as a
private company.”
“ATSG plays a fundamental role in enabling the growth of
e-commerce globally in a world that continues to shift away from
brick-and-mortar shopping,” said James Wyper, Senior Managing
Director and Head of Transportation & Logistics at Stonepeak.
“ATSG’s deep relationships with some of the world’s largest
e-commerce companies and integrators, combined with the scale and
capacity of their fleet and relentless focus on safety and on-time
performance, gives us confidence in the Company’s trajectory as a
sector leader.”
Graham Brown, Managing Director at Stonepeak, added, “We look
forward to supporting the team at ATSG to help take the business to
the next level as a private company, and are excited about this
addition to our North American infrastructure investment
strategy.”
Approvals and Timing
The transaction is expected to close in the first half of 2025,
subject to customary closing conditions, including approval of
ATSG’s shareholders and receipt of regulatory approvals. The
transaction has fully committed equity financing from funds
affiliated with Stonepeak and fully committed debt financing. The
transaction is not subject to a financing condition.
The definitive agreement includes a “go-shop” period. Under the
terms of the merger agreement, ATSG may solicit proposals from
third parties for a period of 35 days continuing through December
8, 2024, and in certain cases for a period of 50 days continuing
through December 23, 2024. In addition, ATSG may, at any time prior
to receipt of shareholder approval, subject to the provisions of
the merger agreement, respond to unsolicited proposals that
constitute or would reasonably be expected to result in a superior
proposal. ATSG will have the right to terminate the merger
agreement with Stonepeak to enter into a superior proposal subject
to the terms and conditions of the merger agreement, including
payment of a customary termination fee. There can be no assurance
that the solicitation process will result in a superior proposal or
that any other transaction will be approved or completed. ATSG does
not intend to disclose developments with respect to this
solicitation process unless and until its Board of Directors
determines such disclosure is appropriate or otherwise
required.
Third Quarter 2024 Results
As previously announced, ATSG will release its financial results
for the third quarter of 2024 prior to market opening on the
morning of November 8, 2024 and file its 10-Q after market close on
that same day. ATSG’s results and filing will be accessible via the
ATSG corporate website at https://www.atsginc.com/investors. In
light of the transaction with Stonepeak, ATSG has cancelled the
earnings conference call previously scheduled for November 8, 2024.
ATSG does not plan to hold earnings conference calls during the
pendency of the transaction.
Advisors
Goldman Sachs & Co. LLC is acting as exclusive financial
advisor to ATSG. Davis Polk & Wardwell LLP and Vorys, Sater,
Seymour & Pease LLP are acting as legal counsel to ATSG.
Evercore is acting as financial advisor to Stonepeak. Simpson
Thacher & Bartlett LLP and Hogan Lovells US LLP are acting as
legal counsel to Stonepeak.
About Air Transport Services Group
Air Transport Services Group (ATSG) is a premier provider of
aircraft leasing and cargo and passenger air transportation
solutions for both domestic and international air carriers, as well
as companies seeking outsourced airlift services. ATSG is the
global leader in freighter aircraft leasing with a fleet that
includes Boeing 767, Airbus A321, and soon, Airbus A330 converted
freighters. ATSG's unique Lease+Plus aircraft leasing opportunity
draws upon a diverse portfolio of subsidiaries including three
airlines holding separate and distinct U.S. FAA Part 121 Air
Carrier certificates to provide air cargo lift, and passenger ACMI
and charter services. Complementary services from ATSG's other
subsidiaries allow the integration of aircraft maintenance, airport
ground services, and material handling equipment engineering and
service. ATSG subsidiaries comprise ABX Air, Inc.; Airborne Global
Solutions, Inc.; Airborne Maintenance and Engineering Services,
Inc., including its subsidiary, Pemco World Air Services, Inc.; Air
Transport International, Inc.; Cargo Aircraft Management, Inc.;
LGSTX Services, Inc.; and Omni Air International, LLC. For further
details, please visit www.atsginc.com.
About Stonepeak
Stonepeak is a leading alternative investment firm specializing
in infrastructure and real assets with approximately $70 billion of
assets under management. Through its investment in defensive,
hard-asset businesses globally, Stonepeak aims to create value for
its investors and portfolio companies, with a focus on downside
protection and strong risk-adjusted returns. Stonepeak, as sponsor
of private equity and credit investment vehicles, provides capital,
operational support, and committed partnership to grow investments
in its target sectors, which include communications, energy and
energy transition, transport and logistics, and real estate.
Stonepeak is headquartered in New York with offices in Houston,
London, Hong Kong, Seoul, Singapore, Sydney, Tokyo, and Abu Dhabi.
For more information, please visit www.stonepeak.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
(the “Act”). Except for historical information contained in this
communication, the matters discussed herein contain forward-looking
statements that involve risks and uncertainties. Such statements
are provided under the “safe harbor” protection of the Act.
Forward-looking statements include, but are not limited to,
statements regarding anticipated operating results, prospects and
aircraft in service, technological developments, economic trends,
expected transactions and similar matters. The words “may,”
“believe,” “expect,” “anticipate,” “target,” “goal,” “project,”
“estimate,” “guidance,” “forecast,” “outlook,” “will,” “continue,”
“likely,” “should,” “hope,” “seek,” “plan,” “intend” and variations
of such words and similar expressions identify forward-looking
statements. Similarly, descriptions of the Company’s objectives,
strategies, plans, goals or targets are also forward-looking
statements. Forward-looking statements are susceptible to a number
of risks, uncertainties and other factors. While the Company
believes that the assumptions underlying its forward-looking
statements are reasonable, investors are cautioned that any of the
assumptions could prove to be inaccurate and, accordingly, the
Company’s actual results and experiences could differ materially
from the anticipated results or other expectations expressed in its
forward-looking statements.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements regarding
the transactions contemplated by the Agreement and Plan of Merger,
by and among the Company, Stonepeak Nile Parent LLC and Stonepeak
Nile MergerCo Inc. (the “Transaction”), including the expected time
period to consummate the Transaction, the anticipated benefits
(including synergies) of the Transaction and integration and
transition plans, opportunities, anticipated future performance,
expected share buyback programs and expected dividends. All such
forward-looking statements are based upon current plans, estimates,
expectations and ambitions that are subject to risks, uncertainties
and assumptions, many of which are beyond the control of Air
Transport Services Group, Inc. (the “Company”), that could cause
actual results to differ materially from those expressed in such
forward-looking statements. Key factors that could cause actual
results to differ materially include, but are not limited to, the
expected timing and likelihood of completion of the Transaction,
including the timing, receipt and terms and conditions of any
required governmental and regulatory approvals of the Transaction;
the occurrence of any event, change or other circumstances that
could give rise to the termination of the definitive agreement; the
possibility that the Company’s stockholders may not approve the
Transaction; the risk that the anticipated tax treatment of the
Transaction is not obtained; the risk that the parties may not be
able to satisfy the conditions to the Transaction in a timely
manner or at all; risks related to disruption of management time
from ongoing business operations due to the Transaction; the risk
that any announcements relating to the Transaction could have
adverse effects on the market price of the Company’s common stock;
the risk that the Transaction and its announcement could have an
adverse effect on the parties’ business relationships and business
generally, including the ability of the Company to retain customers
and retain and hire key personnel and maintain relationships with
their suppliers and customers, and on their operating results and
businesses generally; the risk of unforeseen or unknown
liabilities; customer, shareholder, regulatory and other
stakeholder approvals and support; the risk of unexpected future
capital expenditures; the risk of potential litigation relating to
the Transaction that could be instituted against the Company or its
directors and/or officers; the risk associated with third party
contracts containing material consent, anti-assignment, transfer or
other provisions that may be related to the Transaction which are
not waived or otherwise satisfactorily resolved; the risk of rating
agency actions and the Company’s ability to access short- and
long-term debt markets on a timely and affordable basis; the risk
of various events that could disrupt operations, including severe
weather, such as droughts, floods, avalanches and earthquakes,
cybersecurity attacks, security threats and governmental response
to them, and technological changes; the risks of labor disputes,
changes in labor costs and labor difficulties; and the risks
resulting from other effects of industry, market, economic, legal
or legislative, political or regulatory conditions outside of the
Company’s control. All such factors are difficult to predict and
are beyond our control, including those detailed in the Company’s
annual report on Form 10-K for the fiscal year ended December 31,
2023 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/894081/000089408124000016/atsg-20231231.htm),
quarterly reports on Form 10-Q and other documents subsequently
filed by the Company with the Securities Exchange Commission
(“SEC”) and that are available on the Company’s website at
https://www.atsginc.com/investors/reports-and-filings/sec-filings
and at
https://www.sec.gov/edgar/browse/?CIK=894081&owner=exclude. The
Company’s forward-looking statements are based on assumptions that
the Company believes to be reasonable but that may not prove to be
accurate. Other unpredictable or factors not discussed in this
communication could also have material adverse effects on
forward-looking statements. The Company does not assume an
obligation to update any forward-looking statements, except as
required by applicable law. These forward-looking statements speak
only as of the date hereof.
Additional Information and Where to Find It
In connection with the Transaction, the Company will file with
the SEC a proxy statement on Schedule 14A (the “Proxy Statement”).
The definitive version of the Proxy Statement will be sent to the
stockholders of the Company seeking their approval of the
Transaction and other related matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT ON SCHEDULE 14A WHEN IT BECOMES AVAILABLE, AS WELL AS ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
TRANSACTION OR INCORPORATED BY REFERENCE THEREIN AND ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION REGARDING THE COMPANY, THE TRANSACTION AND
RELATED MATTERS.
Investors and security holders may obtain free copies of these
documents, including the Proxy Statement, and other documents filed
with the SEC by the Company through the website maintained by the
SEC at
https://www.sec.gov/edgar/browse/?CIK=894081&owner=exclude.
Copies of documents filed with the SEC by the Company will be made
available free of charge by accessing the Company’s website at
https://atsginc.com/investors or by contacting the Company via
email by sending a message to investor.relations@atsginc.com.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the Transaction
under the rules of the SEC. Information about the interests of the
directors and executive officers of the Company and other persons
who may be deemed to be participants in the solicitation of
stockholders of the Company in connection with the Transaction and
a description of their direct and indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement
related to the Transaction, which will be filed with the SEC.
Information about the directors and executive officers of the
Company and their ownership of the Company common stock is also set
forth in the Company’s definitive proxy statement in connection
with its 2024 Annual Meeting of Stockholders, as filed with the SEC
on April 11, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/894081/000114036124019362/ny20017081x1_def14a.htm)
and in the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2023 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/894081/000089408124000016/atsg-20231231.htm).
Information about the directors and executive officers of the
Company, their ownership of the Company common stock, and the
Company’s transactions with related persons is set forth in the
sections entitled “Directors, Executive Officers and Corporate
Governance,” “Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters,” and “Certain
Relationships and Related Stockholder Matters” included in the
Company’s annual report on Form 10-K for the fiscal year ended
December 31, 2023, which was filed with the SEC on February 29,
2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/894081/000089408124000016/atsg-20231231.htm),
and in the sections entitled “Corporate Governance and Board
Matters,” and “Stock Ownership of Management,” included in the
Company’s definitive proxy statement in connection with its 2024
Annual Meeting of Stockholders, as filed with the SEC on April 11,
2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/894081/000089408124000016/atsg-20231231.htm).
Additional information regarding the interests of such participants
in the solicitation of proxies in respect of the Transaction will
be included in the Proxy Statement and other relevant materials to
be filed with the SEC when they become available These documents
can be obtained free of charge from the SEC’s website at
www.sec.gov.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or the solicitation
of any vote of approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241104103481/en/
ATSG Quint O. Turner, Chief Financial Officer Air
Transport Services Group, Inc. (937) 366-2303
Michael Freitag / Mahmoud Siddig / Rachel Goldman Joele Frank,
Wilkinson Brimmer Katcher (212) 355-4449
Stonepeak Kate Beers / Maya Brounstein Corporate
Communications corporatecomms@stonepeak.com (212) 907-5100
Grafico Azioni Air Transport Services (NASDAQ:ATSG)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Air Transport Services (NASDAQ:ATSG)
Storico
Da Nov 2023 a Nov 2024
