DEFA14A: Air Transport Services Group to be Acquired by Stonepeak in Definitive Agreement

Air Transport Services Group (ATSG) has entered into a definitive agreement to be acquired by Stonepeak, a leading alternative investment firm.

Summary

• Air Transport Services Group (ATSG) has announced a definitive agreement to be acquired by Stonepeak, an alternative investment firm.
• Stonepeak focuses on critical infrastructure businesses, particularly in transportation and logistics.
• The acquisition aims to drive growth, inspire innovation, and increase value for employees, customers, and shareholders.
• Stonepeak views its investments as partnerships and aligns with ATSG's mission of quality, accountability, and sustainability.
• ATSG believes this transaction is the best path forward to create lasting value.
• Town Hall meetings will be held on November 4th and 5th to provide more information about the transaction.
• The company will file a proxy statement with the SEC and encourages investors to read it when available.
• The transaction is subject to stockholder approval and regulatory approvals.

Sentiment

Score: 7

Explanation: The document conveys a positive sentiment regarding the acquisition, emphasizing growth opportunities and alignment with Stonepeak's values. However, it also acknowledges potential risks and uncertainties associated with the transaction.

Positives

• Stonepeak's long-term investment approach aligns with ATSG's mission.
• The acquisition is expected to enhance ATSG's capabilities and global presence.
• ATSG will become a privately held company, providing more flexibility.
• The company believes this transaction represents the best path forward to create lasting value.

Negatives

• The transaction is subject to stockholder and regulatory approvals, creating uncertainty.
• The announcement of the transaction could have adverse effects on the market price of the company's common stock.
• There is a risk of potential litigation relating to the transaction.

Risks

• The transaction may not be completed if conditions are not satisfied or if the agreement is terminated.
• The company's stockholders may not approve the transaction.
• The anticipated tax treatment of the transaction may not be obtained.
• The transaction could disrupt management time from ongoing business operations.
• The transaction could have an adverse effect on business relationships and the ability to retain key personnel.
• Unforeseen or unknown liabilities could arise.
• Unexpected future capital expenditures may be required.
• The company could face potential litigation relating to the transaction.
• Third-party contracts may contain provisions that are not waived or satisfactorily resolved.
• Rating agency actions could impact the company's ability to access debt markets.
• Various events could disrupt operations, including severe weather and cybersecurity attacks.
• Labor disputes and changes in labor costs could pose risks.
• Industry, market, economic, legal, political, or regulatory conditions outside of the company's control could have adverse effects.

Future Outlook

The company anticipates expanding its global presence in the air cargo leasing market and enhancing its service offerings as a privately held company.

Management Comments

• Stonepeak approaches its investments with a long-term mindset and considers themselves to be partners with, not purely owners of, the businesses in which they invest.
• Stonepeak's commitment to quality, accountability, and sustainability aligns deeply with our mission at ATSG: One Team, One Mission, Be the Best.
• We believe this transaction represents the best path forward to create lasting value.
• As we embrace this next chapter, we're excited to continue our growth journey with the strength and flexibility of a private company, focused on an even brighter future together.

Industry Context

This announcement reflects a trend of private equity firms investing in transportation and logistics companies, seeking long-term growth and stability in essential infrastructure businesses.

Comparison to Industry Standards

• Similar transactions in the air cargo industry include the acquisition of Atlas Air Worldwide by Apollo Global Management, indicating a broader interest from private equity in this sector.
• Stonepeak's investment strategy aligns with other infrastructure-focused funds that seek stable, long-term returns from essential service providers.

Stakeholder Impact

• Shareholders will have the opportunity to vote on the transaction.
• Employees are informed about the acquisition and invited to Town Hall meetings.
• Customers are assured of continued service and commitment.
• Suppliers are informed that the commitment to working with them remains the same.

Next Steps

• The company will file a proxy statement with the SEC.
• Stockholders will vote on the transaction.
• The company will seek required governmental and regulatory approvals.
• The company will work on integration and transition plans.

Key Dates

Keywords

acquisition, Stonepeak, ATSG, merger, transaction, proxy statement, air cargo, leasing, transportation, logistics