--- schema_version: "secwatch.filing_event.v1" accession: "0000950103-25-004720" form_type: "8-K" ticker: null cik: "0000894081" company_name: "Air Transport Services Group, Inc." filed_at: "2025-04-11T23:59:59+00:00" generated_at: "2026-05-23T16:43:32.131725+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Stonepeak completes $3.1B acquisition of ATSG; stockholders receive $22.50/share ## Summary - All-cash transaction closed April 11, 2025; ATSG shareholders receive $22.50 per share, enterprise value ~$3.1B. - ATSG common stock ceased trading on NASDAQ; company will file Form 15 to terminate SEC reporting obligations. - New $1.5B term loan and $400M revolving credit facility put in place; $500M 7.25% senior secured notes due 2032 issued. - All prior directors resigned; Joseph C. Hete reappointed to board of surviving company. - Holders of $400M 3.875% convertible notes due 2029 may require repurchase at $1,009.04 per $1,000 principal. ## SEC filing metadata - accession: 0000950103-25-004720 - form_type: 8-K - cik: 0000894081 - company_name: Air Transport Services Group, Inc. - filed_at: 2025-04-11T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 2.03, 2.04, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/894081/000095010325004720/0000950103-25-004720-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/894081/000095010325004720/dp227549_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950103-25-004720 - JSON: https://secwatch.observer/filing/0000950103-25-004720.json - Plain text: https://secwatch.observer/filing/0000950103-25-004720.txt ## Key facts - Debt Financings Air Transport Services Group, Inc. incurred convertible notes. - Instrument: convertible notes - Event: incurrence source text: the right to convert each $1,000 principal amount of 2029 Notes was changed to a right to convert such principal amount of 2029 Notes into solely cash in an amount equal to the conversion rate of the 2029 Notes in effect on the relevant conversion date (subject to any adjustment pursuant to the 2029 Notes Indenture) multiplied by $22.50 evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000095010325004720/0000950103-25-004720-index.htm - Debt Financings Air Transport Services Group, Inc. incurred revolving credit of $400 million with Wells Fargo Bank, N.A. maturing fifth anniversary of the Effective Time. - Instrument: revolving credit - Principal: $400 million - Counterparty: Wells Fargo Bank, N.A. - Maturity: fifth anniversary of the Effective Time - Event: incurrence source text: a revolving credit facility in an aggregate committed principal amount, when taken together with the amount outstanding under the New Irish Credit Agreement (as defined below), of $400 million, including a letter of credit sub facility, maturing on the fifth anniversary of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000095010325004720/0000950103-25-004720-index.htm - Debt Financings Air Transport Services Group, Inc. incurred senior notes of $500 million with U.S. Bank Trust Company, National Association at 7.250% maturing 2032. - Instrument: senior notes - Principal: $500 million - Counterparty: U.S. Bank Trust Company, National Association - Rate: 7.250% - Maturity: 2032 - Event: incurrence source text: Parent’s 7.250% Senior Secured Notes due 2032 with an initial aggregate principal amount of $500 million evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000095010325004720/0000950103-25-004720-index.htm - Debt Financings Air Transport Services Group, Inc. faced acceleration on credit facility. - Instrument: credit facility - Event: acceleration source text: the consummation of the Merger constitutes a Common Stock Change Event, a Fundamental Change and a Make-Whole Fundamental Change (each as defined in the 2029 Notes Indenture) under the 2029 Notes Indenture evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000095010325004720/0000950103-25-004720-index.htm - Debt Financings Air Transport Services Group, Inc. incurred term loan of $1,500 million with Wells Fargo Bank, N.A. maturing seventh anniversary of the Effective Time. - Instrument: term loan - Principal: $1,500 million - Counterparty: Wells Fargo Bank, N.A. - Maturity: seventh anniversary of the Effective Time - Event: incurrence source text: a term loan facility in an aggregate principal amount of $1,500 million, maturing on the seventh anniversary of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000095010325004720/0000950103-25-004720-index.htm - Executive change Joseph C. Hete resigned as Director at Air Transport Services Group, Inc.. - Action: resigned - Role: Director source text: all of the members of the Company’s Board of Directors immediately prior to the Effective Time resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000095010325004720/0000950103-25-004720-index.htm - Executive change Joseph C. Hete was appointed as Director at Air Transport Services Group, Inc.. - Action: reappointed - Role: Director source text: Joseph C. Hete was reappointed as a director of the Board of Directors of the surviving company. evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000095010325004720/0000950103-25-004720-index.htm - M&A Transactions Air Transport Services Group, Inc. underwent a change of control involving Stonepeak Nile Parent LLC, a Delaware limited liability company, and Stonepeak Nile MergerCo Inc., a Delaware corporation for $22.50 per share (closed 2025-04-11). - Action: change of control - Counterparty: Stonepeak Nile Parent LLC, a Delaware limited liability company, and Stonepeak Nile MergerCo Inc., a Delaware corporation - Consideration: $22.50 per share - Closing: 2025-04-11 source text: Agreement, including any Rollover Shares (as defined below)) was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $22.50 per share of Company Common Stock (the “ Merger Consideration ”), payable to the holder thereof, without interest. Immediately prior to the Effective Time, certain members of evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000095010325004720/0000950103-25-004720-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.