This entry is sourced from an 8-K exhibit (Exhibit 99.1) filed by Air Transport Services Group, Inc. with the SEC on November 4, 2024, announcing the signing of the Agreement and Plan of Merger with Stonepeak Nile Parent LLC and Stonepeak Nile MergerCo Inc. A later ATSG fourth-quarter 2024 earnings release (filed March 3, 2025) confirms the transaction remained pending at that time, noting ATSG had received stockholder approval on February 10, 2025 and was awaiting U.S. Department of Transportation approval, with closing still targeted for the first half of 2025. The deal included fully committed equity and debt financing from Stonepeak-affiliated funds and was not subject to a financing condition, and it featured a 35-to-50-day "go-shop" period allowing ATSG to solicit competing proposals through December 8 or December 23, 2024.
On financial advisory, Goldman Sachs & Co. LLC acted as exclusive financial advisor to ATSG, the target, while Evercore acted as financial advisor to Stonepeak, the acquirer.
On legal advisory, Davis Polk & Wardwell LLP and Vorys, Sater, Seymour & Pease LLP acted as legal counsel to ATSG, while Simpson Thacher & Bartlett LLP and Hogan Lovells US LLP acted as legal counsel to Stonepeak.
The deal structure disclosed is an all-cash merger at $22.50 per share, unanimously approved by ATSG's board, with the transaction expected to close in the first half of 2025 subject to shareholder and regulatory approvals, including Department of Transportation review given ATSG's airline certificate subsidiaries.
What is not disclosed in this initial announcement: the exact amount of committed debt and equity financing from Stonepeak, the termination fee payable under the merger agreement, and (as of this particular filing) the actual closing date, since the transaction remained pending as of the follow-on Q4 2024 earnings release reviewed alongside this announcement.