M&A - Air Transport Services Group, Inc.

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.

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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.

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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.

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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.

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