PURCHASE, N.Y., March 17, 2023 /PRNewswire/ -- 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.
About J.F. Lehman & Company, Inc.
Founded in 1992, J.F. Lehman & Company focuses exclusively
on investing in the aerospace, defense, maritime, government and
environmental industries. The firm has offices in New York and Washington, D.C.
www.jflpartners.com
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