Item 8.01 Other Events.

As previously disclosed, as of May 29, 2020 (the "PSP Closing Date"), Atlas Air, Inc. and Southern Air Inc., each a wholly-owned subsidiary of Atlas Air Worldwide Holdings, Inc. (the "Company"), entered into a Payroll Support Program Agreement (the "PSP Agreement") with the U.S. Department of the Treasury ("Treasury"), with respect to payroll support funding under the Coronavirus Aid, Relief, and Economic Security Act. In connection with entry into the PSP Agreement, as of the PSP Closing Date, the Company entered into a Warrant Agreement with Treasury, pursuant to which the Company issued warrants (the "Warrants") to purchase up to 625,452 shares of the Company's common stock, par value $0.01 per share (the "Warrant Shares").

On September 25, 2020, the Company filed a prospectus supplement (the "Resale Prospectus Supplement") to its automatic shelf registration statement on Form S-3 (File No. 333-237771) filed with the Securities and Exchange Commission under the Securities Act of 1933. The Resale Prospectus Supplement covers the resale of the Warrants and the Warrant Shares and may be used by Treasury to resell the Warrants or the Warrant Shares. The Company will not receive any proceeds from the sale of the Warrants or the Warrant Shares.

The Company is filing this report to provide the legal opinion of Cravath, Swaine & Moore LLP as to the legality of the Warrants and the Warrant Shares, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Description
  5.1           Opinion of Cravath, Swaine & Moore LLP.
  23.1          Consent of Cravath, Swaine & Moore LLP (included in Exhibit
              5.1).
104           Cover page interactive data file (embedded within the Inline XBRL
              document).

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