An investor group (“the Consortium”) led by certain funds managed by affiliates of Apollo Global Management, Inc. (NYSE:APO), J.F. Lehman and Company, LLC and Hill City Capital LP entered into a definitive agreement to acquire Atlas Air Worldwide Holdings, Inc. (NasdaqGS:AAWW) for approximately $2.8 billion on August 4, 2022. The transaction is an all-cash transaction with an enterprise valuation of approximately $5.2 billion. Under the terms of the agreement, Atlas Air Worldwide shareholders will receive $102.50 per share in cash. Committed financing in support of the transaction was provided by Goldman Sachs, Barclays, Apollo Capital Management, Mizuho, and Credit Agricole. Upon completion of the transaction, Atlas Air Worldwide will become a privately held company and shares of Atlas Air Worldwide common stock will no longer be listed on the Nasdaq stock exchange. Atlas Air Worldwide will continue operating under the Atlas Air Worldwide name, be led by John Dietrich and the current executive team and maintain its global presence. Upon termination of the Merger Agreement under specified circumstances, AAWW will be required to pay buyers a termination fee, which will be $97.5 million, and buyers will be required to pay to AAWW a termination fee of $227.4 million in cash.

The consummation of the Merger is subject to certain closing conditions, including, among other things: (i) the approval of stockholders of AAWW; (ii) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended as well as the receipt of certain non-U.S. antitrust approvals; (iii) the receipt of certain required consents or approvals from (a) the U.S. Department of Transportation and (b) the Federal Communications Commission; (iv) the absence of legal restraints prohibiting the Merger; and (v) other customary conditions specified in the Merger Agreement. The Atlas Air Worldwide Board and Apollo Board have unanimously approved the transaction. Atlas Air Worldwide shareholders will hold a special meeting on November 29, 2022 to approve the transaction. Atlas Air Worldwide shareholders approved the transaction. As of March 14, 2023, all regulatory conditions to closing set forth in the merger agreement were satisfied. The transaction is expected to close in the fourth quarter 2022 or first quarter 2023. As of November 29, 2022, transaction is expected to close in the first quarter of 2023. As of March 14, 2023, the transaction is expected to consummate the merger on or about March 17, 2023.

Morgan Stanley & Co. LLC acted as the exclusive financial advisor to Atlas Air Worldwide. Robert I. Townsend, O. Keith Hallam and Andrew C. Elken of Cravath, Swaine & Moore LLP acted as the legal advisor to Atlas Air Worldwide. Evercore acted as the lead financial advisor to the Consortium. Barclays, Goldman Sachs, and Mizuho Bank acted as financial advisors to the Consortium. Brian P. Finnegan of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as the legal advisor to Apollo and the Consortium entity, and Andy Levine of Jones Day acted as the legal advisor to J.F. Lehman & Company and Hill City Capital. Morgan Stanley & Co. LLC acted as fairness opinion provider to the board of directors of AAWW. Atlas Air Worldwide has retained Morrow Sodali LLC, to solicit proxies at a total cost to the Company of approximately $45,000, plus reimbursement of customary out-of-pocket expenses. Joshua M. Dubofsky of Latham represented Morgan Stanley as financial advisor to Atlas.

An investor group led by certain funds managed by affiliates of Apollo Global Management, Inc. (NYSE:APO), J.F. Lehman and Company, LLC and Hill City Capital LP completed the acquisition of Atlas Air Worldwide Holdings, Inc. (NasdaqGS:AAWW) on March 17, 2023.