Air Transport Services Group Enters Merger Agreement with Stonepeak, valued at $3.1 Billion.

Air Transport Services Group (NASDAQ: ATSG) made headlines by announcing a significant step forward in its corporate trajectory. On November 3, 2024, the company finalized an Agreement and Plan of Merger with Stonepeak Nile Parent LLC and Stonepeak Nile MergerCo Inc. The agreement outlines a merger agreement where MergerCo will merge with ATSG, making ATSG a wholly-owned subsidiary of Parent.

Per the terms of the Merger Agreement, each outstanding share of ATSG’s common stock will be converted into a cash payment of $22.50 per share at the Effective Time of the Merger. Additionally, Company equity awards will be adjusted or vested accordingly at the time of the Merger to align with the new ownership structure.

From a financial perspective, Parent and MergerCo have secured equity and debt financing commitments to facilitate the transactions outlined in the agreement. ATSG’s Board of Directors carefully evaluated the terms and benefits of the Transaction and determined it to be in the best interest of shareholders, employees, customers, and other stakeholders.

The Merger Agreement sets forth certain closing conditions, including obtaining approval from ATSG’s shareholders and regulatory bodies. The transaction is independent of any specific financing condition and is expected to proceed swiftly, pending the fulfillment of these customary requirements.

In light of this major development, ATSG is excelling under the guidance of its executives. Joe Hete, Executive Chairman, and Mike Berger, Chief Executive Officer, expressed confidence in the merger, recognizing the significant value it brings to shareholders and employees alike.

Stonepeak, a prominent alternative investment firm specializing in infrastructure and real assets, expressed enthusiasm for the partnership. James Wyper, Senior Managing Director at Stonepeak, highlighted the role ATSG plays in facilitating global e-commerce growth and emphasized the Company’s strategic position in the industry.

The Merger Agreement includes provisions for a “go-shop” period, during which ATSG may explore alternative proposals. However, the definitive agreement details the process and conditions for considering any offers.

The expected timeframe for the transaction is the first half of 2025, subject to the satisfaction of specified conditions. As the agreement progresses, shareholders will receive updates and pertinent information through a Proxy Statement, which will provide comprehensive details about the Transaction and related matters. Investors are encouraged to review these documents to stay informed of progress and updates.

Amidst this development, ATSG has chosen to cancel the scheduled earnings conference call for the third quarter of 2024. The Company’s financial results for this period will be released as planned, and further updates on financial matters will be accessible through official ATSG channels.

Goldman Sachs & Co. LLC is acting as financial advisor to ATSG, while legal counsel is provided by Davis Polk & Wardwell LLP and Vorys, Sater, Seymour & Pease LLP. Stonepeak’s advisory team is spearheaded by Evercore, with legal counsel from Simpson Thacher & Bartlett LLP and Hogan Lovells US LLP.

Overall, this merger marks a significant milestone for ATSG, promising new opportunities and expanded growth avenues in the competitive air transport industry.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Air Transport Services Group’s 8K filing here.

About Air Transport Services Group

Air Transport Services Group, Inc, together with its subsidiaries, provides aircraft leasing, and air cargo transportation and related services in the United States and internationally. It operates in two segments, Cargo Aircraft Management Inc (CAM) and ACMI Services. The company offers aircraft, flight crews, aircraft hull and liability insurance, and aviation fuel services; and aircraft maintenance and modification services, including airframe modification and heavy maintenance, component repairs, engineering services, and aircraft line maintenance.