Transaction Is Expected to Close in the First
Half of 2025
Air Transport Services Group, Inc. (NASDAQ:ATSG), a global
leader in medium widebody freighter aircraft leasing, air transport
operations, and support services, today announced the expiration of
the 35-day “go-shop” period under the terms of the previously
announced definitive merger agreement, pursuant to which Stonepeak,
a leading alternative investment firm specializing in
infrastructure and real assets, will acquire ATSG for $22.50 per
share in cash. The “go-shop” period expired at 11:59 p.m. ET on
December 8, 2024.
Pursuant to the definitive merger agreement, ATSG and its
representatives had the right to solicit and consider takeover
proposals from third parties during the “go-shop” period. ATSG did
not receive any alternative takeover proposals from any third party
during the “go-shop” period.
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.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241209673228/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
Air Transport Services (NASDAQ:ATSG)
過去 株価チャート
から 11 2024 まで 12 2024
Air Transport Services (NASDAQ:ATSG)
過去 株価チャート
から 12 2023 まで 12 2024
