Atlas Air Worldwide (“Atlas,” “AAWW” or the “Company”), a leading
global provider of outsourced aircraft and aviation operating
services, today announced that the investor group led by funds
managed by affiliates of Apollo (NYSE: APO), together with
investment affiliates of J.F. Lehman & Company (“J.F. Lehman”)
and Hill City Capital (“Hill City”), has completed its previously
announced acquisition of the Company.
The Company will continue to maintain its global
presence, continue to operate under the Atlas Air Worldwide name
and be led by President and Chief Executive Officer John Dietrich
and the Company’s current executive leadership team.
“Today marks the start of an exciting new
chapter for Atlas, and we are eager to begin our partnership with
Apollo, J.F. Lehman and Hill City,” Mr. Dietrich said. “With the
support and resources of our investor partners, we are
well-positioned to achieve our growth objectives while continuing
to serve the increasingly complex global supply chain. I want to
thank the entire Atlas team, whose customer focus and dedication
made this milestone possible. I look forward to the opportunities
this next phase provides for our Company and our employees.”
On behalf of the investor group, Apollo Partners
Antoine Munfakh and Jason Scheir, J.F. Lehman Partner Alex Harman
and Hill City Capital Chief Investment Officer Chip Frazier said:
“We are thrilled to partner with the talented Atlas team and build
on the Company’s strong foundation as a leader in the airfreight
industry. We have long admired Atlas’ reputation of providing
high-quality service to its customers, as well as the financial and
operational excellence the team has established. Atlas is poised
for continued growth and expansion as it capitalizes on the
long-term demand for global air cargo services.”
Pursuant to the terms of the transaction
announced on August 4, 2022, the investor group acquired all of the
outstanding shares of Atlas Air Worldwide stock. Atlas Air
Worldwide shareholders are entitled to receive $102.50 in cash for
each share of Atlas Air Worldwide (AAWW) common stock owned. As a
result of the transaction completion, Atlas Air Worldwide’s common
stock no longer trades on the NASDAQ stock exchange.
Morgan Stanley & Co. LLC served as exclusive
financial advisor to Atlas. Cravath, Swaine & Moore LLP served
as Atlas’ legal advisor. Evercore acted as lead financial advisor
to the investor group. Barclays, Goldman Sachs, and Mizuho Bank
served as financial advisors to the investor group, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP served as legal advisor
to Apollo and the investor group entity, and Jones Day provided
legal advice to J.F. Lehman & Company and Hill City
Capital.
About Atlas Air Worldwide
Atlas Air Worldwide is a leading global provider
of outsourced aircraft and aviation operating services. It is the
parent company of Atlas Air, Inc. and Titan Aviation Holdings,
Inc., and is the majority shareholder of Polar Air Cargo Worldwide,
Inc. Our companies operate the world’s largest fleet of 747
freighter aircraft and provide customers the broadest array of
Boeing 747, 777, 767 and 737 aircraft for domestic, regional and
international cargo and passenger operations.
About Apollo
Apollo is a high-growth, global alternative
asset manager. In the asset management business, Apollo seeks to
provide its clients excess return at every point along the
risk-reward spectrum from investment grade to private equity with a
focus on three business strategies: yield, hybrid, and equity. For
more than three decades, Apollo’s investing expertise across its
fully integrated platform has served the financial return needs of
its clients and provided businesses with innovative capital
solutions for growth. Through Athene, Apollo’s retirement services
business, it specializes in helping clients achieve financial
security by providing a suite of retirement savings products and
acting as a solutions provider to institutions. Apollo’s patient,
creative, and knowledgeable approach to investing aligns its
clients, businesses it invests in, its team members, and the
communities it impacts, to expand opportunity and achieve positive
outcomes. As of December 31, 2022, Apollo had approximately $548
billion of assets under management. To learn more, please visit
www.apollo.com.
About J.F. Lehman &
Company
J.F. Lehman & Company is a private equity
investment firm focused on the aerospace, defense, maritime and
environmental sectors. This investment strategy reflects the firm’s
deep experience in and commitment to these sectors since the firm’s
founding three decades ago. Headquartered in New York, NY, the firm
currently has approximately $4 billion of assets under management
as of December 31, 2022. To learn more, please visit
www.jflpartners.com.
About Hill City Capital
Hill City Capital is an investment firm led by
Chief Investment Officer Chip Frazier. With investment research
focused primarily in Industrial, Aerospace and Transportation, Hill
City’s investment strategy is characterized by a long-duration
investment horizon, a rigorous fundamental investment process and
active engagement with management. Hill City Capital was founded in
2019, with its principal place of business is Boston, MA.
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. AAWW intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and includes this
statement for purposes of complying with these safe harbor
provisions. Those statements are based on management’s
beliefs, plans, expectations and assumptions, and on information
currently available to management. Generally, the words “will,”
“may,” “should,” “could,” “would,” “expect,” “anticipate,”
“intend,” “plan,” “continue,” “believe,” “seek,” “project,”
“estimate,” and similar expressions used in this communication that
do not relate to historical facts are intended to identify
forward-looking statements.
Such forward-looking statements speak only as of
the date of this communication. They are and will be, as the case
may be, subject to many risks, uncertainties and factors relating
to the operations and business environments of AAWW and its
subsidiaries that may cause the actual results of AAWW or its
subsidiaries to be materially different from any future results,
express or implied, in such forward-looking statements.
Factors that could cause actual results to
differ materially from these forward-looking statements include,
but are not limited to, (i) the risks discussed in AAWW’s annual
report on Form 10-K for the fiscal year ended December 31, 2022
(the “Annual Report”) filed by AAWW with the U.S. Securities and
Exchange Commission (the “SEC”), and, in particular, the risk
factors set forth under the headings “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in the Annual Report and (ii) other risk
factors identified from time to time in other filings with the SEC.
Filings with the SEC are available on the SEC’s website
at http://www.sec.gov. Given these risks and uncertainties,
investors should not place undue reliance on forward-looking
statements as a prediction of actual results.
Other factors and assumptions not identified
above may also affect the forward-looking statements, and these
other factors and assumptions may also cause actual results to
differ materially from those discussed.AAWW assumes no obligation
to update such statements contained in this communication to
reflect actual results, changes in assumptions or changes in other
factors affecting such estimates other than as required by law and
expressly disclaims any obligation to revise or update publicly any
forward-looking statement to reflect future events or
circumstances.
Contacts
Atlas Air WorldwideEric CamadecoDirector, Investor
RelationsInvestorRelations@atlasair.com
Meghan GlynnSenior Director, Corporate
CommunicationsCorpCommunications@atlasair.com
Apollo on behalf of the investor group
Joanna RoseGlobal Head of Corporate CommunicationsApollo Global
Management, Inc.(212) 822-0491Communications@apollo.com
Noah GunnGlobal Head of Investor RelationsApollo Global
Management, Inc.(212) 822-0540IR@apollo.com
J.F. Lehman & Company, LLCKarina PerelmuterHead of Marketing
& Investor Relations(212) 634-1197 IR@jflpartners.com
Atlas Air Worldwide (NASDAQ:AAWW)
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Atlas Air Worldwide (NASDAQ:AAWW)
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