Announcement • Apr 11

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Stonepeak Partners LP completed the acquisition of Air Transport Services Group, Inc. (NasdaqGS:ATSG) from group of shareholders.

Stonepeak Partners LP entered into an Agreement and Plan of Merger to acquire Air Transport Services Group, Inc. (NasdaqGS:ATSG) from group of shareholders for $3.1 billion on November 3, 2024. Stonepeak agreed to acquire Air Transport Services Group in an all-cash transaction with an enterprise valuation of approximately $3.1 billion. Under the terms of the definitive agreement, which was unanimously approved by ATSG’s Board of Directors, holders of ATSG’s common shares will receive $22.50 per share in cash. The transaction will be funded with committed equity financing of up to $1.4 billion and an aggregate amount of $2.3 billion of debt financing. The definitive agreement includes a “go-shop” period. Under the terms of the merger agreement, ATSG may solicit proposals from third parties for a period of 35 days continuing through December 8, 2024, and in certain cases for a period of 50 days continuing through December 23, 2024. In addition, ATSG may, at any time prior to receipt of shareholder approval, subject to the provisions of the merger agreement, respond to unsolicited proposals that constitute or would reasonably be expected to result in a superior proposal. ATSG will have the right to terminate the merger agreement with Stonepeak to enter into a superior proposal subject to the terms and conditions of the merger agreement, including payment of a customary termination fee. There can be no assurance that the solicitation process will result in a superior proposal or that any other transaction will be approved or completed. ATSG does not intend to disclose developments with respect to this solicitation process unless and until its Board of Directors determines such disclosure is appropriate or otherwise required. Upon completion of the transaction, ATSG’s shares will no longer trade on NASDAQ, and ATSG will become a private company. If the Merger Agreement is terminated by ATSG prior to the Cut-Off Date in order for ATSG to enter concurrently into an alternative acquisition agreement with respect to a Superior Proposal with an Excluded Party, ATSG will be obligated to pay to Stonepeak a one-time fee equal to $37,156,852 in cash. If the Merger Agreement is terminated by the Company in order for the Company to enter concurrently into an alternative acquisition agreement with respect to a Superior Proposal in other circumstances, the Company will be obligated to pay Parent a one-time fee equal to $55,339,993 in cash. Stonepeak will be obligated to pay to the Company a one-time fee equal to $150,000,000 in cash, plus recovery costs (if any) up to a maximum of $7,500,000. On December 9, 2024, Air Transport Services Group, Inc. announced that the the 35-day “go-shop” period under the terms of the previously announced definitive merger agreement expired at 11:59 p.m. ET on December 8, 2024. The consummation of the Merger is subject to certain customary closing conditions, including, but not limited to, the approval and adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock, the expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976and receipt of regulatory approvals and subject to customary closing conditions. Air Transport Services will hold a meeting on February 10, 2025 to approve the transaction. The transaction has fully committed equity financing from funds affiliated with Stonepeak and fully committed debt financing. The transaction is not subject to a financing condition. As of February 10, 2025, the deal was approved by the target's shareholders. The transaction is expected to close in the first half of 2025. Goldman Sachs & Co. LLC is acting as exclusive financial advisor and provided fairness opinion to the Board of Directors of ATSG. Goldman Sachs & Co. will receive a fee of approximately $35 million for its services. William H. Aaronson and Evan Rosen, Patrick E. Sigmon, Veronica M. Wissel, Jack Orford, Stephen A. Byeff, Matthew Yeowart (London) of Davis Polk & Wardwell LLP and Chadwick Reynolds and Roger Lautzenhiser of Vorys, Sater, Seymour & Pease LLP and Silverberg Goldman LLP are acting as legal counsels to ATSG. Evercore is acting as financial advisor to Stonepeak. Eli Hunt, Brian Gluck, Ryan Bekkerus, Lia Toback, Tristan Brown, Jonathan Goldstein, Mick Tuesley, Mark Skerry, Peter Guryan, Richard Jamgochian, Lori Lesser, Michael Isby, Deepa Sarkar, Krista McManus, Steven DeLott and Keegan Lopez of Simpson Thacher & Bartlett LLP and Arjun Garg, Mike Scheimer, Mehtap Cevher Conti and Michael Kuh of Hogan Lovells US LLP are acting as legal counsels to Stonepeak. Computershare Investor Services LLC acted as transfer agent to Air Transport Services Group, Inc. Georgeson LLC acted as proxy solicitor to Air Transport Services Group, Inc. for a fee of $17,500. Stonepeak Partners LP completed the acquisition of Air Transport Services Group, Inc. (NasdaqGS:ATSG) from group of shareholders on April 11, 2025. With the completion of the acquisition, ATSG’s common shares have ceased trading and will no longer be listed on NASDAQ. Following the Merger, Joseph C. Hete was reappointed as a director of the Board of Directors of the surviving company.

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Stonepeak Partners LP completed the acquisition of Air Transport Services Group, Inc. (NasdaqGS:ATSG) from group of shareholders.

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