Air Transport Services Group, Inc. (NASDAQ:ATSG) (“ATSG” or the
“Company”), a global leader in medium widebody freighter aircraft
leasing, air transport operations, and support services, today
announced that its stockholders voted to approve the proposed
merger with Stonepeak, a leading alternative investment firm
specializing in infrastructure and real assets, at a special
meeting of the Company’s stockholders.
The final voting results for the special meeting are expected to
be filed in a Form 8-K with the U.S. Securities and Exchange
Commission on February 10, 2025.
As previously announced, under the terms of the definitive
merger agreement, holders of ATSG’s common shares will receive
$22.50 per share in cash upon closing of the merger. The
transaction is expected to close in the first half of 2025, subject
to the satisfaction or waiver of customary closing conditions,
including receipt of certain regulatory approvals. Upon completion
of the transaction, ATSG will become a privately held company, and
its shares will no longer trade or be listed on NASDAQ.
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 $72 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 digital infrastructure, energy
and energy transition, transport and logistics, and real estate.
Stonepeak is headquartered in New York with offices in Houston,
Washington, D.C., 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 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 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 (i) 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 and
(ii) the definitive proxy statement related to the merger, which
was filed by the Company with the SEC on January 6, 2025 (and which
is available at
https://www.sec.gov/Archives/edgar/data/894081/000114036125000356/ny20038689x2_defm14a.htm).
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 events 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250210423379/en/
ATSG Quint O. Turner, Chief Financial Officer Air
Transport Services Group, Inc. (937) 366-2303
Stonepeak Kate Beers / Maya Brounstein Corporate
Communications corporatecomms@stonepeak.com (212) 907-5100
Grafico Azioni Air Transport Services (NASDAQ:ATSG)
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Grafico Azioni Air Transport Services (NASDAQ:ATSG)
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