ATSG to be Acquired by Stonepeak for $3.1 Billion
Air Transport Services Group (ATSG) has announced its acquisition by Stonepeak in an all-cash transaction valued at approximately $3.1 billion. ATSG shareholders will receive $22.50 per share, representing a 29.3% premium over the closing price on November 1, 2024, and a 45.5% premium over the 90-day VWAP. Upon completion, ATSG will become private and delist from NASDAQ. The transaction, expected to close in H1 2025, includes a 35-day 'go-shop' period through December 8, 2024. The deal requires shareholder and regulatory approvals and features fully committed equity and debt financing.
Air Transport Services Group (ATSG) ha annunciato la sua acquisizione da parte di Stonepeak in una transazione interamente in contante valutata a circa 3,1 miliardi di dollari. Gli azionisti di ATSG riceveranno 22,50 dollari per azione, che rappresenta un premio del 29,3% rispetto al prezzo di chiusura del 1° novembre 2024 e un premio del 45,5% rispetto al VWAP a 90 giorni. Al termine dell'operazione, ATSG diventerà privata e si ritirerà dal NASDAQ. La transazione, prevista per chiudere nella prima metà del 2025, include un periodo di 'go-shop' di 35 giorni fino all'8 dicembre 2024. L'affare richiede approvazioni da parte degli azionisti e delle autorità di regolamentazione ed è caratterizzato da un finanziamento equity e debito completamente impegnato.
Air Transport Services Group (ATSG) ha anunciado su adquisición por parte de Stonepeak en una transacción completamente en efectivo valorada en aproximadamente 3,1 mil millones de dólares. Los accionistas de ATSG recibirán 22,50 dólares por acción, lo que representa una prima del 29,3% sobre el precio de cierre del 1 de noviembre de 2024 y una prima del 45,5% sobre el VWAP a 90 días. Al finalizar, ATSG se volverá privada y se eliminará de NASDAQ. La transacción, que se espera cierre en la primera mitad de 2025, incluye un período de 'go-shop' de 35 días hasta el 8 de diciembre de 2024. Este acuerdo requiere aprobaciones de los accionistas y regulatorias y cuenta con financiación de capital y deuda totalmente comprometida.
항공 운송 서비스 그룹 (ATSG)은 스톤픽에 의해 약 31억 달러에 달하는 현금 거래로 인수된다고 발표했습니다. ATSG 주주들은 주당 22.50 달러를 받게 되며, 이는 2024년 11월 1일 종가에 비해 29.3%의 프리미엄, 90일 VWAP 대비 45.5%의 프리미엄을 나타냅니다. 거래가 완료되면 ATSG는 비상장 기업이 되고 NASDAQ에서 상장 폐지됩니다. 2025년 상반기에 마감될 것으로 예상되는 이 거래는 2024년 12월 8일까지 35일의 '고샵(go-shop)' 기간을 포함합니다. 이 거래는 주주와 규제 당국의 승인을 요구하며, 완전히 확정된 자본 및 부채 금융을 특징으로 합니다.
Air Transport Services Group (ATSG) a annoncé son acquisition par Stonepeak dans le cadre d'une transaction entièrement en espèces d'une valeur d'environ 3,1 milliards de dollars. Les actionnaires d'ATSG recevront 22,50 dollars par action, ce qui représente une prime de 29,3 % par rapport au prix de clôture du 1er novembre 2024 et une prime de 45,5 % par rapport au VWAP sur 90 jours. Une fois finalisée, ATSG deviendra une société privée et se retirera du NASDAQ. La transaction, qui devrait se conclure dans la première moitié de 2025, inclut une période de 'go-shop' de 35 jours jusqu'au 8 décembre 2024. L'accord nécessite l'approbation des actionnaires et des autorités de régulation et dispose d'un financement en fonds propres et en dette entièrement engagé.
Air Transport Services Group (ATSG) hat seine Übernahme durch Stonepeak in einer rein bargeldbasierten Transaktion im Wert von etwa 3,1 Milliarden Dollar bekannt gegeben. Die Aktionäre von ATSG erhalten 22,50 Dollar pro Aktie, was einem Aufschlag von 29,3 % gegenüber dem Schlusskurs vom 1. November 2024 und einem Aufschlag von 45,5 % gegenüber dem 90-Tage-VWAP entspricht. Nach Abschluss wird ATSG privat und von der NASDAQ delistet. Die Transaktion, die voraussichtlich in der ersten Hälfte von 2025 abgeschlossen wird, umfasst eine 35-tägige 'Go-Shop'-Phase bis zum 8. Dezember 2024. Der Deal benötigt die Genehmigung der Aktionäre und der Aufsichtsbehörden und verfügt über vollständig engagierte Eigen- und Fremdfinanzierung.
- All-cash transaction at $3.1 billion enterprise value
- 29.3% premium over last trading price and 45.5% premium over 90-day VWAP
- Fully committed equity and debt financing secured
- Opportunity for shareholders to receive immediate cash value
- Delisting from NASDAQ, reducing public investment opportunities
- Loss of public market access and transparency
- Potential regulatory approval risks could delay or prevent closing
Insights
This acquisition marks a significant transformation for ATSG, with Stonepeak offering
The deal structure includes a 35-day "go-shop" period, allowing ATSG to seek potentially better offers. The transaction's fully committed financing from Stonepeak reduces execution risk. The shift from public to private ownership under Stonepeak's infrastructure expertise could enable more aggressive expansion in the growing e-commerce air cargo market without quarterly earnings pressure.
This strategic acquisition positions ATSG to capitalize on the accelerating shift from traditional retail to e-commerce logistics. The company's fleet of medium widebody freighters is particularly valuable in the current market, where demand for air cargo capacity remains robust. Stonepeak's infrastructure investment expertise and long-term capital deployment strategy could accelerate ATSG's fleet expansion and modernization efforts.
The privatization will allow ATSG to make longer-term strategic decisions without the constraints of quarterly reporting cycles, potentially enabling more aggressive market expansion and customer relationship development.
ATSG Shareholders to Receive
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
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
“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
About Stonepeak
Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with approximately
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.
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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
Source: Air Transport Services Group, Inc.
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