M&A - Air Transport Services Group, Inc.

Form Type: 10-K/A

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000143774925012518

Filing Summary: On April 11, 2025, Air Transport Services Group, Inc. (ATSG) was acquired by Stonepeak Nile Parent LLC pursuant to a Merger Agreement dated November 3, 2024, which involved the merger of Stonepeak Nile MergerCo Inc. with ATSG. This Amendment No. 1 on Form 10-K/A amends ATSG's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to include required information that was omitted from the initial filing due to the merger process. The filing indicates that ATSG does not intend to file a definitive proxy statement for its annual meeting of shareholders within 120 days of the fiscal year-end. Following the merger, the Nasdaq Stock Market filed a Form 25 to voluntarily delist ATSG's common stock, with a Form 15 to follow to effect the deregistration under the Securities Exchange Act of 1934. The amendment focuses on prior corporate governance, disclosure, and internal controls and does not address events post-merger.

Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Merger

Type: New

Accession Number: 000095010325004720

Filing Summary: On April 11, 2025, Air Transport Services Group, Inc. completed a merger with Stonepeak Nile Parent LLC and its subsidiary Stonepeak Nile MergerCo Inc. under the Agreement and Plan of Merger dated November 3, 2024. The merger resulted in Air Transport Services Group, Inc. becoming a wholly-owned subsidiary of Stonepeak Nile Parent LLC. As per the merger terms, each share of common stock was converted into cash at a rate of $22.50 per share, excluding certain excluded shares. Management contributed some shares back to an indirect parent company, leading to their cancellation without consideration. The merger triggered provisions related to outstanding securities, including RSUs and PSUs, which vested and were converted into cash payments for shareholders. The merger necessitated changes to the company's financial obligations, governing documents, and required the suspension of the company's stock trading on NASDAQ with an intention to file a Form 15 to terminate registration under the Securities Exchange Act.

Form Type: S-8 POS

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000095010325004721

Filing Summary: On April 11, 2025, Stonepeak Nile MergerCo Inc., a wholly owned subsidiary of Stonepeak Nile Parent LLC, completed a merger with Air Transport Services Group, Inc. under the Agreement and Plan of Merger dated November 3, 2024. Air Transport Services Group, Inc. is the surviving entity and is now a wholly owned subsidiary of Parent. Following the merger, the Company has terminated all offerings and sales of its securities as registered under multiple previous Form S-8 Registration Statements. As part of this process, the Company is removing from registration all unsold securities from these Registration Statements as of the filing date.

Form Type: S-8 POS

Filing Date: 2025-04-11

Corporate Action: Merger

Type: New

Accession Number: 000095010325004722

Filing Summary: On April 11, 2025, Air Transport Services Group, Inc. completed its merger with Stonepeak Nile MergerCo Inc., a wholly owned subsidiary of Stonepeak Nile Parent LLC. The merger was executed under the terms of an Agreement and Plan of Merger dated November 3, 2024. Following the merger, Air Transport Services Group, Inc. became a wholly owned subsidiary of Stonepeak Nile Parent LLC. Consequently, the company has terminated all offerings and sales of its securities pursuant to its previously filed Registration Statements. This Post-Effective Amendment serves to deregister any common stock that remains unsold as of the effective date of the merger, effectively ceasing any registration of shares linked to its long-term incentive plans.

Form Type: S-8 POS

Filing Date: 2025-04-11

Corporate Action: Merger

Type: New

Accession Number: 000095010325004723

Filing Summary: On April 11, 2025, Air Transport Services Group, Inc. completed a merger with Stonepeak Nile MergerCo Inc., a Delaware corporation and a wholly owned subsidiary of Stonepeak Nile Parent LLC. The merger was executed under the terms of an Agreement and Plan of Merger made on November 3, 2024. Following the merger, Air Transport Services Group, Inc. became a wholly owned subsidiary of Stonepeak Nile Parent LLC. In conjunction with this merger, the company has terminated all offerings and sales of its securities as outlined in various S-8 registration statements. Consequently, all unissued securities under these statements have been removed from registration, as per the company's obligation stated in the original filing.

Form Type: S-8 POS

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000095010325004724

Filing Summary: On April 11, 2025, Air Transport Services Group, Inc. completed its merger with Stonepeak Nile MergerCo Inc., a wholly owned subsidiary of Stonepeak Nile Parent LLC, under the Agreement and Plan of Merger dated November 3, 2024. As a result of the merger, Air Transport Services Group is now a wholly owned subsidiary of Parent. Consequently, the company has terminated all offerings and sales of its securities as indicated in the post-effective amendment of its Registration Statements. The document details the previous Registration Statements related to various Long-Term Incentive Plans and certifies compliance with the requirements for filing on Form S-8.

Form Type: 8-K

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000095010325003868

Filing Summary: On March 27, 2025, Air Transport Services Group, Inc. reported a conditional redemption of its $700,000,000 4.750% Senior Notes due 2028. The redemption, scheduled for April 11, 2025, is contingent upon the completion of a merger with Stonepeak Nile MergerCo Inc. as per a previously announced agreement dated November 3, 2024. The redemption price will be 100% of the principal amount of the notes, plus accrued interest, if the merger condition is met. The filing includes references to prior indentures related to these notes, indicating a careful compliance with Securities Exchange Act regulations.

Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000095010325001803

Filing Summary: On February 10, 2025, Air Transport Services Group, Inc. convened a special meeting of stockholders to vote on proposals related to a Merger Agreement dated November 3, 2024, with Stonepeak Nile Parent LLC and its subsidiary, Stonepeak Nile MergerCo Inc. The Merger entails MergerCo merging with and into the Company, resulting in the Company becoming a wholly-owned subsidiary of the Parent and ceasing public trading. The Merger will lead to the delisting of the Company's common stock from NASDAQ and deregistration under the Securities Exchange Act of 1934. Out of 65,892,861 shares, 54,218,157 were represented at the meeting, constituting a quorum. There were two key proposals voted on, both of which were approved: the adoption of the Merger Agreement and the advisory vote on executive compensation related to the Merger. The Merger is expected to close in the first half of 2025, pending the satisfaction of customary closing conditions, including regulatory approvals.

Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325000889

Filing Summary: Air Transport Services Group, Inc. ('ATSG') filed a Form 8-K on January 27, 2025, reporting on a pending acquisition by Stonepeak Nile Parent LLC and Stonepeak Nile MergerCo Inc. The document includes preliminary estimated unaudited financial results for ATSG for the year and three months ending December 31, 2024. The anticipated revenue for 2024 is estimated to be between $1,958,180,000 and $1,962,180,000, with adjusted EBITDA estimates ranging from $545,135,000 to $551,135,000. The company explains that these are forward-looking statements and the actual results may differ due to various factors such as market demand and operational conditions. Furthermore, the announcement discusses the potential impact of the merger on shareholder relationships and business operations, including risks related to regulatory approvals, litigation, and market dynamics.

Form Type: DEFM14A

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000114036125000356

Filing Summary: Air Transport Services Group, Inc. has scheduled a special meeting for its stockholders on February 10, 2025, to vote on a merger agreement with Stonepeak Nile Parent LLC and its subsidiary, Stonepeak Nile MergerCo Inc. This merger plan, dated November 3, 2024, proposes that MergerCo will merge with Air Transport Services Group, making it a wholly-owned subsidiary of Stonepeak. If approved, stockholders will receive $22.50 per share of common stock, with specific conditions governing the share exchange. The board recommends voting in favor of the merger agreement, advisory compensation for executives, and the potential adjournment of the meeting to gather more proxies if necessary. The record date for voting eligibility is January 3, 2025, with a total of 65,892,861 shares entitled to vote. The document includes detailed information about the merger, the meeting logistics, and voting procedures.

Form Type: PREM14A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000114036124050280

Filing Summary: Air Transport Services Group, Inc. has filed a preliminary proxy statement regarding a proposed merger with Stonepeak Nile Parent LLC and its subsidiary, Stonepeak Nile MergerCo Inc. The merger agreement, dated November 3, 2024, proposes the acquisition of Air Transport Services Group, Inc. at a price of $22.50 per share. The special meeting for stockholders will vote on three proposals: 1) adoption of the merger agreement, 2) advisory approval of executive compensation related to the merger, and 3) potential adjournment for proxy solicitation. The board unanimously recommends approval of all proposals. The company emphasizes the importance of stockholder votes given the need for a majority approval to consummate the merger.