ATSG Stockholders Approve $22.50 Per Share Merger with Stonepeak

Big News: ATSG Is Going Private in a Major $1.3B Deal

In a significant shift for the global air cargo and aircraft leasing market, Air Transport Services Group, Inc. (NASDAQ: ATSG) has announced that its stockholders voted to approve the proposed $22.50 per share cash merger with Stonepeak, a prominent infrastructure-focused private equity firm.

This all-cash transaction, initially announced in November 2024, positions ATSG to transition from a publicly traded powerhouse into a privately held company - pending regulatory approvals and customary closing conditions.

Deal Details: What’s in the Agreement?

Here’s the breakdown of this high-flying transaction:

Buyer: Stonepeak Nile Parent LLC
Merger Subsidiary: Stonepeak Nile MergerCo Inc.
Target: Air Transport Services Group, Inc.
Purchase Price: $22.50 per share in cash
Structure: Merger where MergerCo merges into ATSG
Post-Merger Status: ATSG will become a wholly-owned subsidiary of Stonepeak
Expected Closing: First half of 2025

Upon closure, ATSG will delist from NASDAQ and go private, giving shareholders a tidy premium on their investment and shifting ownership into private equity hands.

Shareholder Approval: What Just Happened?

On February 10, 2025, ATSG held a virtual-only special meeting. The majority of stockholders in voting power voted in favor of the merger. The proposals included:

Adoption of the Merger Agreement
Advisory approval of executive compensation related to the deal
Approval of any adjournment needed to gather more votes

The vote officially gave ATSG’s board the green light to proceed with finalizing the transaction.

Why This Merger Matters

Let’s be real - this isn’t just another corporate transaction. This deal has wide-reaching implications across the air freight and leasing sector.

Strategic Gains for Stonepeak:

Diversification into aviation infrastructure
Access to freighter leasing via ATSG’s Boeing 767 and Airbus A321 fleet
Integration of ATSG’s FAA-certified air carriers

Strategic Wins for ATSG:

Liquidity for shareholders
Private equity backing for long-term investment
Potential for deeper operational flexibility and innovation

Say Goodbye to NASDAQ

Once the deal closes, ATSG’s common shares will be delisted from NASDAQ, and the company will no longer report quarterly earnings to public markets. This shift allows Stonepeak to manage ATSG with a long-term private market lens, focusing more on strategic transformation than quarterly pressures.

Regulatory and Closing Conditions

While the merger cleared the stockholder vote, a few key milestones remain:

Regulatory approvals (domestic and possibly foreign)
Satisfying customary closing conditions
No major change in business conditions pre-closing

Barring any surprises, the merger is on track to finalize in the first half of 2025.

About the Players

Air Transport Services Group (ATSG)

A global leader in freighter aircraft leasing, ATSG runs a diversified model with multiple FAA-certified carriers, including:

ABX Air, Inc.
Air Transport International
Omni Air International
Pemco World Air Services

The group offers integrated services: cargo, passenger, leasing, MRO (maintenance repair and overhaul), and ground logistics.

Stonepeak

Stonepeak is no small fish. With $72 billion in assets under management, the firm has a solid track record in:

Digital infrastructure
Energy and transition technologies
Transport and logistics
Real assets and real estate

This acquisition adds a major aviation piece to their already diverse portfolio.

What Does This Mean for Shareholders?

Here’s what investors need to know:

Each ATSG share = $22.50 in cash
No future ownership in the company post-close
Appraisal rights are available if shareholders didn't vote in favor and comply with Delaware law

So, if you're holding ATSG shares, you’re getting a cash payout (less any applicable taxes), and you're out. Clean and simple.

Final Thoughts: The Sky’s the Limit?

This merger marks a big pivot in ATSG’s journey. It’s not every day that a major player in cargo aviation like ATSG chooses to go private. Backed by Stonepeak’s capital and infrastructure experience, the company may have more room to experiment, scale, and innovate.

And for shareholders? It's a solid payout with minimal fuss.

Keep your seatbelts fastened - 2025 might just be the start of a new flight path for ATSG.

Wanna Dig Deeper?

FAQs: You Might Be Wondering…

Will ATSG shares continue trading?

Not after the deal closes. They'll be delisted from NASDAQ.

Can I still sell my shares before the close?

Yes, until the deal is officially done, shares continue to trade.

What happens to executive leadership?

Management changes haven’t been detailed yet, but some executives may stay on post-merger.

Will there be job cuts?

No cuts have been announced, but private equity acquisitions can lead to restructuring over time.

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