ATSG to be acquired by Stonepeak for $22.50 per share in all-cash deal

Air Transport Services Group, Inc.

All-cash merger: $22.50 per share; all outstanding shares of ATSG common stock converted.
Go-shop period until December 8, 2024; Company may solicit superior proposals.
Closing expected by May 3, 2025, extendable to September 3, 2025 for regulatory approvals.
Termination fee: $55M payable by ATSG if terminates for superior proposal; $150M payable by Parent if fails to close.
Equity commitment from Stonepeak Infrastructure Fund IV; debt financing from Barclays, RBC, Wells Fargo, Jefferies.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Air Transport Services Group, Inc.: Restated bylaws to add exclusive forum provisions for certain legal actions, including a federal forum selection clause for Securities Act claims (effective 2024-11-03).

Change: bylaw amendment
Effective: 2024-11-03

Exact text from the filing

On November 3, 2024, the Board amended and restated the Company’s bylaws (the “ A&R Bylaws ”), which became effective immediately. The A&R Bylaws include a new section which provides that, unless the Company consents in writing to the selection of an alternative forum, (i) the sole and exclusive forum for certain legal actions involving the Company will be the Delaware Court of Chancery (or, in the event that the Delaware Court of Chancery lacks subject matter jurisdiction over any such actions, the federal district court for the District of Delaware) and (ii) the sole and exclusive forum for certain legal actions arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or for which there is exclusive federal or concurrent federal or state jurisdiction, in each case, shall, to the fullest extent permitted by applicable law, be the federal district courts of the United States of America.

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Source: SEC EDGAR

accession 0000950103-24-015854

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