8-K: ATSG Stockholders Approve Merger with Stonepeak, Set to Become Private

Air Transport Services Group (ATSG) stockholders have approved the proposed merger with Stonepeak, paving the way for ATSG to become a privately held company.

Summary

• Air Transport Services Group, Inc. (ATSG) held a special meeting of stockholders on February 10, 2025, to vote on the proposed merger with Stonepeak.
• Stockholders approved the merger agreement, with 54,065,789 votes for, 78,369 votes against, and 73,999 abstentions.
• They also approved, in an advisory vote, the compensation that may be paid to named executive officers in connection with the merger, with 40,835,321 votes for, 12,366,494 votes against, and 1,016,342 abstentions.
• The merger is expected to close in the first half of 2025, subject to customary closing conditions and regulatory approvals.
• Upon completion, ATSG will become a privately held company, and its shares will be delisted from the NASDAQ Stock Market LLC.
• Holders of ATSG's common shares will receive $22.50 per share in cash upon closing of the merger.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The deal is progressing as expected, and shareholders are set to receive a cash payout. However, the company will be delisted, which could be seen as a negative for some investors.

Positives

• Stockholders approved the merger with a significant majority.
• Shareholders will receive $22.50 per share in cash upon closing.
• The merger is expected to close in the first half of 2025.

Negatives

• ATSG will be delisted from NASDAQ and will no longer be a publicly traded company.

Risks

• The merger is subject to customary closing conditions, including receipt of certain regulatory approvals, which may not be obtained.
• The transaction could be delayed or terminated if certain events or circumstances arise.
• There is a risk of potential litigation relating to the transaction that could be instituted against the Company or its directors and/or officers.
• The transaction 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.

Future Outlook

The merger is expected to close in the first half of 2025, subject to customary closing conditions and regulatory approvals. Upon completion, ATSG will become a privately held company.

Management Comments

• ATSG stockholders voted to approve the proposed merger with Stonepeak at a special meeting of the Company's stockholders.

Industry Context

This announcement reflects a trend of private equity firms acquiring companies in the aviation and logistics sectors. Stonepeak's investment aligns with its focus on transport and logistics infrastructure.

Comparison to Industry Standards

• The acquisition price of $22.50 per share will need to be compared to other recent acquisitions in the aviation services industry to assess its fairness.
• Comparable companies in the aircraft leasing space include AerCap and Air Lease Corporation, whose valuations could be used as benchmarks.
• The transaction's multiple of earnings or revenue will be compared to industry averages to determine if it is a premium or discount valuation.

Stakeholder Impact

• Shareholders will receive $22.50 per share in cash.
• Employees may experience changes as the company transitions to private ownership.
• Customers and suppliers may see changes in business relationships as a result of the merger.

Next Steps

• Obtain necessary regulatory approvals.
• Satisfy or waive customary closing conditions.
• Close the merger transaction in the first half of 2025.
• Delist ATSG's common stock from the NASDAQ Stock Market LLC.

Key Dates