ATSG Air Transport Services Group Inc

  You are cordially invited to attend a special meeting of stockholders of Air Transport Services Group, Inc., a Delaware corporation (the “Company”, “we”, “us” and “our”), on February 10, 2025 at 11:00 a.m., Eastern Time (unless the special meeting is adjourned or postponed), in a virtual-only meeting format (the “special meeting”). The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/ATSG2025SM. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the special meeting.

  On November 3, 2024, the Company entered into an Agreement and Plan of Merger (the “merger agreement”) with Stonepeak Nile Parent LLC, a Delaware limited liability company (“Parent”), and Stonepeak Nile MergerCo Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“MergerCo”), providing for, subject to the satisfaction or (to the extent permitted by law) waiver of specified conditions, the acquisition of the Company by Parent at a price of $22.50, without interest, per share of common stock, par value $0.01 per share, of the Company (“Company common stock”) issued and outstanding. Subject to the terms and conditions of the merger agreement, MergerCo will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “surviving corporation”). If the merger is consummated, holders of Company common stock as of immediately before the merger’s effective time will be entitled to receive $22.50 in cash, without interest and less any applicable withholding taxes, in exchange for each share of Company common stock they own immediately before the effective time of the merger (unless they have properly and validly exercised and do not withdraw their appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

  The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto, as they contain important information about, among other things, the merger and how it affects you.

  The board of directors of the Company (the “Board”) has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board unanimously (i) determined that it is in the best interests of the Company and the Company’s stockholders, and declared it advisable, that the Company enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved and declared advisable the execution and delivery of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and (iii) directed that the merger agreement and the transactions contemplated thereby be submitted for consideration by the stockholders of the Company entitled to vote thereon at a meeting thereof.

  At the special meeting, you will be asked to consider and vote on (i) a proposal to adopt the merger agreement and the transactions contemplated by the merger agreement (the “merger agreement proposal”), (ii) a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the merger (the “advisory compensation proposal”) and (iii) a proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger agreement proposal (the “adjournment proposal”). The Board recommends you vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

  Your vote is important. We cannot complete the merger unless the merger agreement proposal is approved by the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the outstanding shares of Company common stock entitled to vote thereon at the special meeting. Whether or not you plan to attend the virtual special meeting, we want to make sure your shares of Company common stock are represented at the meeting.

  After reading the accompanying proxy statement, please authorize a proxy to vote your shares of Company common stock by following the voting instructions provided on the enclosed proxy card or vote your shares of Company common stock by attending and voting at the virtual special meeting. Instructions regarding the methods of authorizing your proxy are detailed in the section of the accompanying proxy statement entitled “The Special Meeting — Voting Procedures”. If you attend the special meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold Company common stock through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your Company common stock. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you have any questions or need assistance voting, please contact our proxy solicitor:

Notice is hereby given that a special meeting of stockholders of Air Transport Services Group, Inc., a Delaware corporation (the “Company”, “we”, “us” and “our”), will be held on February 10, 2025 at 11:00 a.m. Eastern Time (unless the special meeting is adjourned, rescheduled or postponed), in a virtual-only meeting format (the “special meeting”). The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/ATSG2025SM. To do so, you will be required to enter a control number, included on your proxy card, voting instruction form or as you may otherwise receive, which will allow you to participate in the virtual meeting and vote your shares of Company common stock if you are a Company stockholder as of the record date. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the special meeting. The special meeting is being held for the purpose of acting on the following matters:

This proxy statement contains information relating to a special meeting of stockholders of Air Transport Services Group, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”). All references to “Parent” refer to Stonepeak Nile Parent LLC, a Delaware limited liability company; all references to “MergerCo” refer to Stonepeak Nile MergerCo Inc., a Delaware corporation and a wholly-owned subsidiary of Parent; all references to “Stonepeak” refer to Stonepeak Partners LLC, a Delaware limited liability company; all references to the “equity commitment party” refer to Stonepeak Infrastructure Fund IV LP, a Delaware limited partnership. All references to “Amazon” refer to Amazon.com, Inc, a Delaware corporation. In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of November 3, 2024, by and among Parent, MergerCo and the Company as the “merger agreement”.

All references to the “merger” refer to the merger of MergerCo with and into the Company pursuant to the applicable terms of the merger agreement; all references to the “transactions” refer to the merger and the other transactions contemplated by the merger agreement; all references to the “effective time” refer to the time at which the merger becomes effective; all references to the “closing” refer to the closing of the merger; and all references to the “cut-off date” refer to December 23, 2024 or such earlier time as set forth in the merger agreement.

The special meeting will be held on February 10, 2025 at 11:00 a.m., Eastern Time (unless the special meeting is postponed or adjourned), in a virtual-only meeting format (the “special meeting”). The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/ATSG2025SM. We are furnishing this proxy statement to holders (“Company stockholders”) of Company common stock, par value $0.01 per share, of the Company (“Company common stock”) as part of the solicitation of proxies by the Company’s board of directors (the “Board”), for exercise at the special meeting and at any postponements or adjournments thereof. This proxy statement is dated January 6, 2025 and is first being mailed to Company stockholders on or about January 6, 2025.

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting, the merger and the merger agreement. These questions and answers may not address all questions that may be important to you. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

This proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Except for historical information contained in this communication, the matters discussed herein contain forward-looking statements that involve risks and uncertainties. Such statements are provided under the “safe harbor” protection of the Act. Forward-looking statements include, but are not limited to, statements regarding anticipated operating results, prospects and aircraft in service, technological developments, economic trends, expected transactions and similar matters. The words “may,” “believe,” “expect,” “anticipate,” “target,” “goal,” “project,” “estimate,” “guidance,” “forecast,” “outlook,” “will,” “continue,” “likely,” “should,” “hope,” “seek,” “plan,” “intend” and variations of such words and similar expressions identify forward-looking statements. Similarly, descriptions of the Company’s objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements are susceptible to a number of risks, uncertainties and other factors. This includes the impact of the risks related to the merger (as further discussed below). While the Company believes that the assumptions underlying its forward-looking statements are reasonable, investors are cautioned that any of the assumptions could prove to be inaccurate and, accordingly, the Company’s actual results and experiences could differ materially from the anticipated results or other expectations expressed in its forward-looking statements.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the transactions contemplated by the merger agreement, including the expected time period to consummate the merger, the anticipated benefits (including synergies) of the merger and integration and transition plans, opportunities, anticipated future performance, expected share buyback programs and expected dividends. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the Company, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the possibility that Company stockholders may not approve the merger; the risk that the anticipated tax treatment of the merger is not obtained; the risk that the parties may not be able to satisfy the conditions to the merger in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the merger; the risk that any announcements relating to the merger could have adverse effects on the market price of the Company’s common stock; the risk that the merger and its announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, shareholder, regulatory and other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk of potential litigation relating to the merger that could be instituted against the Company or its directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the merger which are not waived or otherwise satisfactorily resolved; the risk of rating agency actions and the Company’s ability to access short- and long-term debt markets on a timely and affordable basis; the risk of various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, cybersecurity attacks, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes in labor costs and labor difficulties; and the risks resulting from other effects of industry, market, economic, legal or legislative, political or regulatory conditions outside of the Company’s control. All such factors are difficult to predict and are beyond our control, including those detailed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/894081/000089408124000016/atsg-20231231.htm), quarterly reports on Form 10-Q and other documents subsequently filed by the Company with the Securities Exchange Commission (“SEC”) and that are available on the Company’s website at https://www.atsginc.com/investors/reports-and-filings/sec-filings and at https://www.sec.gov/edgar/browse/?CIK=894081&owner=exclude. The Company’s forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. Other unpredictable events or factors not discussed in this communication could also have material adverse effects on forward-looking statements. The Company does not assume an obligation to update any forward-looking statements, except as required by applicable law. These forward-looking statements speak only as of the date hereof.

The Company, together with its subsidiaries, is a premier provider of aircraft leasing and cargo and passenger air transportation solutions for air carriers and other businesses seeking outsourced airlift services. The Company’s total in-service fleet is composed of 130 freighter and passenger aircraft as of December 31, 2023. To support the needs of leasing customers and customers in the aviation and logistics industries at large, the Company offers a broad array of complementary solutions ranging from flight and ground operations to aircraft maintenance, repair, and overhaul services.

The Company primarily operates through two reportable segments: CAM, which includes the leasing of aircraft and aircraft engines, and ACMI Services, which includes the cargo and passenger aircraft flight operations of the Company’s three airlines. The Company’s other business operations, which primarily provide support services to the transportation industry, do not constitute reportable segments.

The Company was incorporated in Delaware in 2007 under the name ABX Holdings, Inc. The principal executive offices of the Company are located at 145 Hunter Drive, Wilmington OH 45177, and the Company’s telephone number is (937) 382-5591. Shares of Company common stock are listed on NASDAQ under the trading symbol “ATSG”.

Parent is a Delaware limited liability company and an affiliate of Stonepeak that was formed solely for the purpose of owning MergerCo and, following the merger, the surviving corporation. Parent has not carried on any activities or operations to date, except for those activities that are incidental to its formation and those activities that are undertaken in connection with the transactions contemplated by the merger agreement. Parent’s principal executive office is located at 550 W 34th Street, 48th Floor, New York, NY 10001.

MergerCo is a Delaware corporation and a wholly-owned subsidiary of Parent that was incorporated solely for the purpose of facilitating the merger. MergerCo has not carried on any activities or operations to date, except for those activities that are incidental to its formation and those activities that are undertaken in connection with the transactions contemplated by the merger agreement. By operation of the merger, MergerCo will be merged with and into the Company. As a result, the Company will survive the merger. Upon completion of the merger, MergerCo will cease to exist as a separate entity. MergerCo’s principal executive office is located at 550 W 34th Street, 48th Floor, New York, NY 10001.

Parent and MergerCo are each affiliated with Stonepeak. Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with approximately $70 billion of assets under management. Through its investment in defensive, hard-asset businesses globally, Stonepeak aims to create value for its investors and portfolio companies, and to have a positive impact on the communities in which it operates. Stonepeak sponsors investment vehicles focused on private equity and credit. The firm provides capital, operational support and committed partnership to sustainably grow investments in its target sectors, which include communications, energy transition, power and renewable energy, transport and logistics and water. Stonepeak is headquartered in New York with offices in Hong Kong, Houston, London, Seoul, Singapore, Sydney, Tokyo, and Abu Dhabi.

We are furnishing this proxy statement to the holders of Company common stock as part of the solicitation of proxies by the Board for exercise at the special meeting and at any postponements or adjournments thereof.

The special meeting of Company stockholders will be held on February 10, 2025 at 11:00 a.m. Eastern Time, in a virtual-only meeting format. To access the virtual special meeting, you should visit www.virtualshareholdermeeting.com/ATSG2025SM. All Company stockholders are entitled to attend the special meeting; however, you are entitled to participate, meaning you are entitled to vote and submit questions, at the special meeting only if you were a Company stockholder of record as of the close of business on the record date.

The special meeting is being held for the following purposes:

A copy of the merger agreement is attached as Annex A to this proxy statement.

The Board has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions. The Board unanimously (i) determined that it is in the best interests of the Company and the Company’s stockholders, and declared it advisable, that the Company enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved and declared advisable the execution and delivery of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and (iii) directed that the merger agreement and the transactions contemplated thereby be submitted for consideration by the stockholders of the Company entitled to vote thereon at a meeting thereof. Accordingly, the Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement proposal, please see the section of this proxy statement entitled “The Merger — Reasons for the Merger” beginning on page 40.

If you are a record holder of Company common stock (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, Computershare), then you do not need to register to virtually attend and participate in the special meeting. You may attend and participate by accessing www.virtualshareholdermeeting.com/ATSG2025 and selecting “I have a Control Number”. Please then enter the control number shown on your proxy card.

If you hold your shares in “street name” (in other words, your Company common stock is held in the name of your bank, broker or other nominee), you do not need to register for the virtual special meeting and can attend the virtual special meeting by visiting www.virtualshareholdermeeting.com/ATSG2025SM and logging in as a “GUEST”.

Only Company stockholders of record at the close of business on January 3, 2025, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any postponement or adjournment thereof. As of the close of business on the record date, there were 65,892,861 shares of Company common stock outstanding and entitled to vote. Each Company stockholder is entitled to one vote per share of Company common stock held by such Company stockholder on the record date on each of the proposals presented in this proxy statement.

For a period of 10 days ending on the day before the special meeting date, the names of Company stockholders entitled to vote at the special meeting will be available for inspection for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, at the Company’s principal executive offices located at 145 Hunter Drive, Wilmington OH 45177, by contacting the Secretary of the Company.

The holders of a majority in voting power of the outstanding shares of Company common stock entitled to vote at the special meeting, represented in person or by proxy, constitutes a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting constitutes presence in person for quorum purposes at the special meeting. Abstentions will be counted as shares present for the purposes of determining the presence of a quorum.

If a quorum is not present or represented at the special meeting, the Chairman of the special meeting or Company stockholders entitled to vote thereat, present in person or by proxy, may adjourn the special meeting, without notice, if (i) the special meeting is adjourned for 30 days or less, (ii) the time and, if the special meeting is being held at a place, the place of the adjourned special meeting and the means of remote communications, if any, by which Company stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (a) announced at the special meeting at which the adjournment is taken, (b) displayed, during the time scheduled for the special meeting, on the same electronic network used to enable Company stockholders and proxy holders to participate in the special meeting by means of remote communication, or (c) set forth in the notice of the special meeting given in accordance with Section 222(a) of the DGCL, and (iii) no new record date is fixed for the adjourned special meeting. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned special meeting, we will provide a notice of the adjourned special meeting to each Company stockholder of record entitled to vote at the special meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement and the transactions contemplated by the merger agreement at the time of the special meeting, we expect that the special meeting will be postponed or adjourned to solicit additional proxies.

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the outstanding shares of Company common stock entitled to vote thereon at the special meeting. Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal or adjournment proposal and vice versa.

Abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have the same effect as a vote “AGAINST” the merger agreement proposal.

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of a majority of the voting power of the outstanding shares represented at the special meeting and entitled to vote at the special meeting. Assuming a quorum is present, if you fail to authorize a proxy to vote your shares of Company common stock or vote at the special meeting, or fail to instruct your bank, broker or other nominee on how to vote, it will have no effect on the outcome of the advisory compensation proposal. Abstentions will have the same effect as a vote “AGAINST” the advisory compensation proposal.

The vote on the advisory compensation proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal and vice versa. Because the vote on the advisory compensation proposal is advisory only, it will not be binding on the Company, the Board, Parent or the surviving corporation. Accordingly, because the Company is contractually obligated to pay the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger, if the merger is approved by our stockholders, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the advisory compensation proposal.

The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the voting power of the outstanding shares represented at the special meeting and entitled to vote at the special meeting (whether or not a quorum is present). Assuming a quorum is present, if you fail to authorize a proxy to vote your shares of Company common stock or vote at the special meeting, or fail to instruct your bank, broker or other

nominee on how to vote, it will have no effect on the outcome of the adjournment proposal. Abstentions will have the same effect as a vote “AGAINST” the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the adjournment proposal and vice versa.

Approval of the advisory compensation proposal and the adjournment proposal is not a condition to the consummation of the merger.

A broker “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. The Company does not expect any broker non-votes at the special meeting because the rules applicable to banks, brokers and other nominees only provide banks, brokers and other nominees with discretionary authority to vote on proposals that are considered “routine”, whereas each of the proposals to be presented at the special meeting is considered “non-routine”. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the special meeting without receiving instructions.

Whether or not you plan to attend the virtual special meeting and regardless of the number of shares of Company common stock you own, your careful consideration of, and vote on, the merger agreement is important and we encourage you to vote promptly.

If you are a record holder of Company common stock (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, Computershare) and to ensure that your shares of Company common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the virtual special meeting, either (i) via the internet at www.proxyvote.com, (ii) by telephone at +1 (800) 690-6903 or (iii) by completing, signing, dating and mailing the enclosed proxy card in the reply envelope provided. For your mailed proxy card to be counted, we must receive it before 11:00 a.m. Eastern Time on February 10, 2025. You may also vote by attending the virtual special meeting and voting during the live webcast.

If you hold your shares in “street name” (in other words, your Company common stock is held in the name of your bank, broker or other nominee), you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, you should instruct your bank, broker or other nominee how to vote your shares of Company common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Alternatively, you may vote by telephone or over the internet as instructed by your broker. Without following the voting instructions, your Company common stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the merger agreement proposal and will not have any effect on the advisory compensation proposal and adjournment proposal.

We encourage you to vote in advance of the special meeting. If you are a Company stockholder of record, you may vote in advance of the special meeting via the internet, by telephone or by completing, signing, dating and mailing the enclosed proxy card in the reply envelope provided. The notice or proxy card that you received in the mail contains instructions for voting by these methods. If you hold your shares in “street name,” you must follow the instructions contained in the voting instruction form provided to you by the broker, bank or other institution holding your shares on your behalf.

For additional questions about the merger, assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Georgeson LLC (“Georgeson”), which is acting as the Company’s proxy solicitation agent in connection with the merger, toll free at (888) 755-6843.

To comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, the Company’s Restated Certificate of Incorporation (as amended through the date hereof, the “Certificate of Incorporation”) restricts foreign ownership of shares of the Company’s voting stock, which currently consists solely of Company common stock. The restrictions imposed by federal law currently require that no more than 25% of the Company’s voting stock be owned or controlled, directly or indirectly, by persons who are not United States citizens.

The Certificate of Incorporation generally provides that ownership or control of (i) 25% or more of the issued and outstanding voting stock of the Company (the “Maximum Voting Percentage”) or (ii) shares of capital stock of the Company entitled to receive 50% or more of the Company’s dividends, distributions or proceeds upon liquidation (the “Maximum Economic Percentage”), by persons who are not citizens of the United States, as defined in 49 U.S.C. §40102(a)(15), is prohibited. Under 49 U.S.C. §40102(a)(15), the term “citizen of the United States” is defined as: (i) an individual who is a citizen of the United States, (ii) a partnership each of whose partners is an individual who is a citizen of the United States or (iii) a corporation or association organized under the laws of the United States or a State, the District of Columbia, or a territory or possession of the United States, of which the president and at least two-thirds of the board of directors and other managing officers are citizens of the United States, which is under the actual control of citizens of the United States, and in which at least 75% of the voting interest is owned or controlled by persons that are citizens of the United States.

The Certificate of Incorporation further generally provides that a transfer of shares of the voting stock of the Company to a non-U.S. citizen shall not be valid, except between the parties to the transfer, until the transfer shall have been registered on a separate stock record (the “Foreign Stock Record”) that is maintained by the Company. The Certificate of Incorporation further generally provides that: (i) no shares of the Company’s voting stock may be voted by or at the direction of non-U.S. citizens unless such shares are registered on the Foreign Stock Record, and (ii) no shares of the Company’s voting stock will be registered on the Foreign Stock Record if the amount so registered would exceed the Maximum Voting Percentage or the Maximum Economic Percentage. Any holder of the Company’s voting stock who is not a United States citizen and has not registered its shares on the Foreign Stock Record maintained by us will not be permitted to vote its shares at the special meeting. By signing the proxy card or otherwise appointing one or more representatives of the Company to serve as proxies, the stockholder certifies that such Company stockholder is a United States citizen as that term is defined in 49 U.S.C. §40102(a)(15) or that the shares of Company common stock represented by the proxy card have been registered on our Foreign Stock Record. As of the record date, shares of Company common stock representing less than the Maximum Voting Percentage and the Maximum Economic Percentage are registered on the Foreign Stock Record. The enclosed proxy card contains a certification that by signing the proxy card the Company stockholder certifies that such Company stockholder is a “Citizen of the United States” as defined by 49 U.S.C. §40102(a)(15) or that the shares of Company common stock represented by the proxy card have been registered on our Foreign Stock Record.

The Company will promptly deliver a copy of its bylaws to any Company stockholder who writes or calls us at the following address or phone number: Office of the Secretary, Air Transport Services Group, Inc., 145 Hunter Drive, Wilmington, OH 45177, (914) 701-8000.

If you complete and submit your proxy card, the persons named as proxies will follow your instructions. If you are a holder of record and you submit a proxy card but do not direct how to vote on each item, the persons named as proxies therein will vote in favor of the merger agreement proposal, the advisory compensation proposal and the adjournment proposal.

You may revoke your proxy at any time before the vote is taken at the virtual special meeting. If you are a Company stockholder of record, you may change your vote by (i) granting a new proxy bearing a later date (which automatically revokes the earlier proxy or voting instructions), including by means of a telephone or internet proxy, (ii) providing a written notice of revocation to the Corporate Secretary at Air Transport Services Group, Inc., 145 Hunter Drive, Wilmington, Ohio 45177, prior to your shares of Company common stock being voted or (iii) participating in the virtual special meeting and voting your shares of Company common stock. Attendance at the virtual meeting will not cause your previously granted proxy to be revoked unless you vote at the meeting or specifically so request. For shares of Company common stock that you hold beneficially in “street name,” you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee following the instructions they provided.

It is the policy of the Company that all proxy cards, ballots and vote tabulations that identify the vote of a specific individual Company stockholder on any matter submitted for a vote of Company stockholders be kept

confidential from the Company and its directors, officers and employees, except when (i) disclosure is required by applicable law or regulation, (ii) a stockholder expressly requests such disclosure, or (iii) in a contested proxy solicitation.

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request brokers to solicit their customers and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice and SEC and NASDAQ regulations. We may also use the services of our directors, officers and other employees to solicit proxies, personally or by telephone, without additional compensation. In addition, the Company has retained Georgeson to solicit proxies at a total cost to the Company of approximately $17,500, plus reimbursement of customary out-of-pocket expenses.

Although it is not currently expected, the special meeting may be adjourned for the purpose of soliciting additional proxies, subject to the provisions of the merger agreement. If a quorum is not present or represented at the special meeting, the Chairman of the special meeting or Company stockholders entitled to vote thereat, present in person or by proxy, may adjourn the special meeting, without notice, if (i) the special meeting is adjourned for 30 days or less, (ii) the time and, if the special meeting is being held at a place, the place of the adjourned special meeting and the means of remote communications, if any, by which Company stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (a) announced at the special meeting at which the adjournment is taken, (b) displayed, during the time scheduled for the special meeting, on the same electronic network used to enable Company stockholders and proxy holders to participate in the special meeting by means of remote communication, or (c) set forth in the notice of the special meeting given in accordance with Section 222(a) of the DGCL, and (iii) no new record date is fixed for the adjourned special meeting. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned special meeting, we will provide a notice of the adjourned special meeting to each Company stockholder of record entitled to vote at the special meeting. At any subsequent reconvening of the special meeting at which a quorum is present, any business may be transacted that might have been transacted at the special meeting.

As of January 3, 2025, the directors and executive officers of the Company beneficially owned in the aggregate 2,157,558 shares of Company common stock, or approximately 3.25% of the outstanding shares of Company common stock. Although none of the directors or executive officers is obligated to vote to approve the merger agreement proposal, we currently expect that each of these individuals will vote all of his or her shares “FOR” each of the proposals to be presented at the special meeting.

The Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Company stockholders generally. For more information, please see the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 59.

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 of the DGCL and, if all procedures described in Section 262 of the DGCL are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. They will receive

an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court of Chancery so long as all of the requirements of Section 262 of the DGCL are complied with. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 of the DGCL could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

Company stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares must do ALL of the following:

Voting, virtually or by proxy, against, abstaining from voting on or failing to vote on the approval of the merger agreement proposal will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote.

The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached to this proxy statement as Annex C and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement entitled “The Merger — Appraisal Rights”.

Pursuant to the DGCL and the Company’s by-laws, only the matters set forth in the notice of special meeting may be brought before the special meeting.

If you have any questions or need assistance in registering, completing your proxy card or have questions regarding the special meeting, please contact Georgeson, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll free at (888) 755-6843.

We are asking holders of Company common stock to vote on a proposal to adopt the merger agreement and the transactions contemplated by the merger agreement. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger and the merger agreement, including the information set forth under the sections of this proxy statement captioned “The Merger” and “The Merger Agreement”. A copy of the merger agreement is attached as Annex A to this proxy statement. Approval of this proposal is a condition to the consummation of the merger. In the event this proposal is not approved, the merger cannot be consummated.

The Board recommends a vote “FOR” the approval of the merger agreement proposal.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, we are asking holders of Company common stock to approve, by an advisory (non-binding) vote, the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger. As required by those rules, the Company is asking holders of Company common stock to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the merger, as disclosed in the table entitled “Potential Payments to Named Executive Officers”, including the associated narrative discussion, and the agreements, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on the advisory compensation proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal and vice versa.

Because the vote on the advisory compensation proposal is advisory in nature only, it will not be binding on the Company, the Board, Parent or the surviving corporation. Accordingly, because the Company is contractually obligated to pay the executive compensation payable in connection with the consummation of the merger, such executive compensation will be paid or become payable, subject only to the conditions applicable thereto, if the merger is consummated and regardless of the outcome of the advisory vote.

The Board recommends a vote “FOR” the approval of the advisory compensation proposal.

The special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary, to obtain additional votes to approve the merger agreement proposal. The Company currently does not intend to propose adjournment of the special meeting if there are sufficient votes in favor of the merger agreement proposal.

We are asking holders of Company common stock to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger agreement proposal.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the adjournment proposal and vice versa.

The Board recommends a vote “FOR” the approval of the adjournment proposal.

The Company is seeking the adoption by the holders of Company common stock of the merger agreement the Company entered into on November 3, 2024 with Parent and MergerCo. Under the terms of the merger agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, MergerCo will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent. The Board has unanimously approved and declared advisable the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement and recommends that Company stockholders vote to adopt the merger agreement and the transactions contemplated by the merger agreement.

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. The following chronology does not purport to catalogue every conversation of, or among, the Board, Stonepeak, the Company’s representatives, Stonepeak’s representatives and/or their respective advisors or other parties.

The Board and the Company’s management regularly review and assess the Company’s operations, performance, opportunities, prospects and strategic direction, including in light of industry, economic and financial market conditions and opportunities. In connection with this review and assessment, and with the assistance of legal and financial advisors, the Board and the Company’s management have, from time to time, considered potential strategic alternatives for the Company, including potential business combinations or other transactions, as well as remaining an independent public company, to strengthen the Company’s business and maximize shareholder value.

On December 11, 2023, a representative of Stonepeak contacted the Company’s Chief Financial Officer, Quint Turner, to request a meeting with Mr. Turner in order for Stonepeak to introduce itself and discuss potential ways that Stonepeak could be a constructive partner in driving shareholder value. The Company scheduled a call for December 14, 2023, among the Company’s then President (now Chief Executive Officer), Mike Berger, the Company’s then Chief Executive Officer (now Executive Chairman), Joe Hete, Mr. Turner and representatives of Stonepeak. On the December 14 call, Messrs. Turner, Berger and Hete and the representatives of Stonepeak discussed the Company’s business and its strategic direction and potential opportunities for Stonepeak to provide the Company with capital funding. The parties did not discuss a potential business combination involving the Company and Stonepeak. Shortly thereafter, Mr. Hete relayed the substance of this discussion to other members of the Board.

From December 14, 2023, through March 14, 2024, the Company did not have any other communications with Stonepeak.

On March 15, 2024, a representative of Stonepeak contacted Messrs. Turner, Hete and Berger to request a meeting, explaining that Stonepeak had continued to consider how it could explore constructive partnerships with the Company and wanted to discuss the Company’s latest perspectives on its business and strategic direction. The meeting was scheduled for April 4, 2024, in Wilmington, Ohio.

At the April 4 meeting, representatives of Stonepeak discussed with Messrs. Turner, Berger and Hete a potential business combination involving the Company and Stonepeak. The conversation was high level and no specific terms relating to a potential transaction (including price) were discussed. Messrs. Turner, Berger and Hete indicated that while the Company was not currently pursuing a sale, the Company was open to considering how best to maximize shareholder value. Shortly thereafter, Mr. Hete relayed the substance of this discussion to other members of the Board.

On April 26, 2024, a representative of Stonepeak called Mr. Hete to make a verbal, non-binding proposal for the acquisition of the Company by Stonepeak for $16.00 to $17.00 per outstanding share of Company common stock in an all-cash transaction (referred to as the “First Offer”). Mr. Hete acknowledged the First Offer, indicating that it appeared too low and not to adequately value the Company. Mr. Hete promptly shared the First Offer with the other members of the Board. On April 26, 2024, the closing price of the Company’s common stock was $12.91 per share.

On April 27, 2024, a representative of Stonepeak provided Mr. Hete with key diligence requests for the purpose of potentially developing a revised proposal. Mr. Hete acknowledged Stonepeak’s request and relayed that the Company had an upcoming Board meeting and was scheduled to release first quarter 2024 earnings in the coming weeks, and that the Company would remain in touch.

On April 29-30, 2024, the Board held its regularly scheduled Board meeting in Mason, Ohio, with members of the Company’s management in attendance. At the April meeting, representatives of Goldman Sachs & Co. LLC (“Goldman Sachs”), longstanding financial advisor to the Board, joined via videoconference and delivered a presentation that included, among other matters, a preliminary financial analysis of the Company. A discussion ensued among the members of the Board, the Company’s management and the representatives of Goldman Sachs regarding, among other things, (i) an overview of the Company’s recent performance, (ii) a market update and discussion of the environment for potential strategic transactions involving the Company, (iii) strategic options and alternatives that might be available to the Company, including the standalone case as an independent public company, and risks and considerations related to each, and (iv) background information concerning Stonepeak. Following discussion and in light of the foregoing, the Board discussed in executive session that the First Offer was not in the best interests of the Company’s shareholders. Shortly thereafter, as directed by the Board, Mr. Hete called representatives of Stonepeak to inform them of the Board’s feedback on the First Offer.

From April 2024 through June 2024, representatives of the Company and Stonepeak exchanged various communications and Stonepeak expressed continued interest in a potential strategic transaction between the Company and Stonepeak. Representatives of the Company conveyed that while the Company was not looking to pursue a sale, any formal acquisition proposal submitted by Stonepeak would be reviewed by the Board to determine if it presented compelling shareholder value.

On June 24, 2024, Stonepeak sent a revised non-binding proposal to Messrs. Hete and Berger, proposing the acquisition of the Company by Stonepeak for $20.00 per outstanding share of Company common stock in an all-cash transaction (referred to as the “Second Offer”). Mr. Hete promptly shared the Second Offer with the other members of the Board. On June 24, 2024, the closing price of the Company’s common stock was $13.02 per share.

On June 25, 2024, Messrs. Turner, Berger, Hete and other representatives of the Company met with representatives of Goldman Sachs to discuss the Second Offer. Following discussion with Goldman Sachs, Mr. Hete discussed the Second Offer with the other members of the Board, and the Board determined that in light of the discussion and the Company’s recent performance, the Second Offer did not adequately value the Company, but that the Board would provide Stonepeak with limited key diligence materials to demonstrate the additional value of the Company, subject to the parties executing a confidentiality agreement. Representatives of the Company directed Goldman Sachs to invite Stonepeak to enter into a confidentiality agreement. On July 3, 2024, the Company and Stonepeak executed a confidentiality agreement containing a customary standstill provision, with a term of 12 months, which would terminate in certain customary situations, including if the Company entered into a definitive agreement with a third party providing for an acquisition of more than 50% of any class of the equity securities of the Company or its subsidiaries. On July 18, 2024, Goldman Sachs received additional key diligence requests from Stonepeak regarding the Company and on July 23, 2024, representatives of Goldman Sachs and the Company met with representatives of Stonepeak for purposes of completing preliminary diligence.

On August 5-6, 2024, the Board held its regularly scheduled Board meeting in Mason, Ohio, with members of the Company’s management in attendance. At the August meeting, representatives of Goldman Sachs gave a presentation that included, among other matters, a preliminary financial analysis of the Company and the Second Offer. The Board then discussed Stonepeak’s interest in a potential transaction with the Company with representatives of Goldman Sachs. The discussion included, among other matters, (i) the status of discussions between the parties, (ii) the Board’s view that the Second Offer did not adequately value the Company, (iii) various strategic considerations in the event the Company determined to continue engaging with Stonepeak, including remaining an independent standalone public company, (iv) the Board’s fiduciary obligations to maximize shareholder value, including the possibility of the Company requiring a “go-shop” period to conduct a post-signing market check in the event that the Company and Stonepeak were to come to terms on a transaction without conducting a market check prior to signing and the risks and benefits of each approach. Following this discussion, the Board authorized the Company, in consultation with Goldman Sachs, to continue engaging and holding discussions with Stonepeak regarding a potential transaction with the Company and continue sharing key diligence materials with Stonepeak, including the Company’s management projections, to demonstrate the additional value of the Company.

On August 14, 2024, the Company shared its initial draft management projections with Stonepeak. On August 21, 2024, representatives of the Company met with representatives of Stonepeak to discuss the Company’s management projections.

On August 29, 2024, Stonepeak submitted a revised non-binding proposal to the Board, proposing to acquire the Company for $21.00 per share of outstanding Company common stock in an all-cash transaction (referred to as the “Third Offer”). The Third Offer stated that the updated $21.00 per share price was premised on a range of valuation and returns analyses that incorporate projected financials, the Company’s commercial outlook, long-term historical financial performance and return on investment metrics, capex requirements, capital structure and leverage. On August 29, 2024, the closing price of the Company’s common stock was $16.31 per share.

Over the course of the following week, Messrs. Turner, Berger, Hete and other representatives of the Company had numerous calls with representatives of Goldman Sachs to discuss the Third Offer.

On September 6, 2024, representatives of the Company met with representatives of Stonepeak and Goldman Sachs in New York, New York to discuss the terms of the Third Offer, financial diligence, the Company’s operations and growth opportunities.

On September 12, 2024, Messrs. Turner, Berger, Hete and other representatives of the Company had a call with representatives of Goldman Sachs to further discuss the Third Offer. On the call, representatives of the Company authorized representatives of Goldman Sachs to communicate to Stonepeak that the Board would evaluate the Third Offer at its next meeting, but that based on the Board’s last meeting, the Company expected the Board to determine that the Third Offer was insufficient and that an improved offer to maximize shareholder value would likely be required. On September 17, 2024, representatives of Goldman Sachs called representatives of Stonepeak to share such feedback.

On September 20, 2024, the Company shared the Management Projections (as defined in the section to this proxy statement entitled “The Merger — Certain Financial Forecasts”) with Stonepeak, which reflected the latest financial information available to the Company, including changes in certain customer performance expectations and pricing. The Management Projections presented a more favorable financial position of the Company than the initial draft management projections shared with Stonepeak on August 14, 2024. On September 24-25, 2024, representatives of the Company met with representatives of Stonepeak to discuss the Management Projections.

On October 3, 2024, Stonepeak submitted a revised non-binding proposal to the Board, offering to acquire the Company for $22.00 per share of outstanding Company common stock in an all-cash transaction with no financing contingency (referred to as the “Fourth Offer”). The Fourth Offer provided that the increased offer price reflected the extensive due diligence conducted by Stonepeak as of that date and the incremental information reviewed by Stonepeak since the Third Offer, including historical segment-level financials and specific key performance indicators, plane-level lease renewal history and the Management Projections. On October 3, 2024, the closing price of the Company’s common stock was $14.66 per share.

On October 4, 2024, Messrs. Turner, Berger, Hete and other representatives of the Company had a call with representatives of Goldman Sachs to discuss the Fourth Offer.

On October 7, 2024, the Board held a meeting via videoconference, which was attended by members of the Company’s management and representatives from the Company’s outside legal counsel, Davis Polk & Wardwell LLP (“Davis Polk”) and Vorys, Sater, Seymour & Pease LLP (“Vorys”), as well as Goldman Sachs. At the October 7 meeting, representatives of Davis Polk reviewed with the Board its fiduciary duties and other legal matters in the context of a review of a potential sale transaction. Representatives of Goldman Sachs gave a presentation that included, among other matters, a preliminary financial analysis of the Company and the Fourth Offer. The Board then discussed with representatives of Goldman Sachs the Fourth Offer. Goldman Sachs reviewed the negotiating history between the Company and Stonepeak to date and informed the Board that Stonepeak was willing to proceed without commercial commitments from any of the Company’s customers or shareholders. However, Goldman Sachs indicated that Stonepeak was not interested in participating in a pre-signing market check and that its willingness to pay a meaningful premium assumed the Company would negotiate with them on an exclusive basis. Following questions from members of the Board and discussion, the Board determined that if Stonepeak accepted a customary “go-shop”, then the Board would support pursuing a transaction with Stonepeak on an exclusive basis. The Board concluded that the Company should send Stonepeak a counteroffer to the Fourth Offer with an offer price of $23.00 per share of outstanding Company common stock (the “Counteroffer”).

On October 8, 2024, a representative of Goldman Sachs verbally conveyed the Company’s Counteroffer to a representative of Stonepeak. During the discussion, the representative of Stonepeak rejected the Company’s Counteroffer but proposed to have a further conversation with Mr. Hete. Shortly thereafter, the same representative of Stonepeak spoke with Mr. Hete about the Fourth Offer, the Company’s Counteroffer and the Company’s financial projections and, at the conclusion of the discussion, the representative of Stonepeak indicated that he would discuss internally whether Stonepeak would be willing to improve its offer.

On October 9, 2024, Stonepeak submitted a revised non-binding proposal to the Board to acquire the Company for $22.50 per share of outstanding Company common stock in an all-cash transaction with no financing contingency (referred to as the “Fifth Offer”), in which it indicated that it was Stonepeak’s “best-and-final offer”. On October 9, 2024, the closing price of the Company’s common stock was $14.94 per share.

Subsequently on October 9, 2024, the Company convened a meeting by videoconference, with members of the Company’s management and representatives of Davis Polk, Vorys and Goldman Sachs in attendance. Representatives of the Company discussed with representatives of Davis Polk, Vorys and Goldman Sachs the Fifth Offer. After discussion, the Company’s management determined that Mr. Hete would contact each other Board member to confirm that the Board continued to support moving forward with a transaction on the terms contained in the Fifth Offer on an exclusive basis, subject to inclusion of a customary “go-shop” in any definitive agreement. Promptly after such meeting, Mr. Hete confirmed with other members of the Board their continued support in pursuing a transaction with Stonepeak on such terms.

Later on October 9, 2024, Mr. Hete sent a letter to Stonepeak confirming that the Board had authorized the Company to move forward with Stonepeak on an exclusive basis on the terms outlined in the Fifth Offer, subject to a customary “go-shop” provision being included in any definitive agreement. Stonepeak agreed to the Company’s terms, and the parties executed an exclusivity agreement on October 9, 2024, with an exclusivity period until 11:59 p.m. Eastern Time on November 7, 2024.

On October 10, 2024, Simpson Thacher & Bartlett LLP (“Simpson Thacher”), legal counsel to Stonepeak, sent Davis Polk certain legal and regulatory due diligence requests. Later that day, the Company provided Stonepeak and its advisors access to a virtual data room with certain non-public information of the Company.

Over the next several days, Davis Polk, Vorys, Silverberg Goldman, LLP (“Silverberg Goldman”), regulatory counsel to the Company, Simpson Thacher and Hogan Lovells US LLP (“Hogan Lovells”), regulatory counsel to Stonepeak, discussed various matters in connection with the transaction, including diligence and regulatory approvals.

On October 14, 2024, the Company authorized Stonepeak to have an introductory call with a certain customer regarding its future commercial relationship with the Company should Stonepeak pursue a transaction with the Company. The Company and Stonepeak agreed that such discussion would not solicit any voting or other commitments from such customer for a potential transaction.

On October 16, 2024, a call took place among representatives of Simpson Thacher, Davis Polk, Hogan Lovells, and Silverberg Goldman to discuss potential transaction structure and regulatory approvals.

On October 17, 2024, Simpson Thacher, on behalf of Stonepeak, sent Davis Polk an initial draft merger agreement. The initial draft merger agreement provided for, among other things, (i) a “go-shop” provision that would permit the Company to actively solicit more favorable offers for a period of 30 days following the signing of a definitive merger agreement, (ii) a termination fee payable by the Company equal to 4% of the Company’s equity value in the event the merger agreement was terminated under certain circumstances, including for the Company to enter into a superior proposal (or 2.5% of the Company’s equity value if the merger agreement was terminated to enter into a superior proposal in connection with the “go-shop”) and (iii) a Parent termination fee payable by Stonepeak equal to 4% of the Company’s equity value in the event that the merger agreement was terminated by the Company under certain circumstances, including Stonepeak failing to consummate the merger at a time when all closing conditions have been satisfied or waived or Stonepeak’s material uncured breach of the representations and warranties or covenants contained in the merger agreement.

Also on October 17, 2024, the Company held a due diligence call on which representatives of PricewaterhouseCoopers LLP, accountants to Stonepeak, asked representatives of the Company certain financial questions about the Company’s business.

Between October 18, 2024, and October 23, 2024, (i) representatives of the Company and Stonepeak, together with their respective advisors, held a series of due diligence conference calls during which representatives of the Company and its outside advisors answered questions from Stonepeak and its advisors regarding finance, accounting, tax, legal, operational, litigation, intellectual property, labor, executive compensation and employee benefits, real estate, environmental, and regulatory matters and (ii) representatives of the Company and representatives of Davis Polk, Vorys and Silverberg Goldman discussed the terms of the initial draft merger agreement. The Company instructed Davis Polk to deliver a revised draft of the merger agreement to Simpson Thacher reflecting the Company’s feedback.

On October 21, 2024, Simpson Thacher sent initial drafts of the equity commitment letter and limited guarantee to Davis Polk.

On October 25, 2024, Davis Polk sent a revised draft of the merger agreement to Simpson Thacher. The revised draft of the merger agreement, among other things, (i) increased the “go-shop” period to 45 days following the signing of a definitive merger agreement (and introduced an extension period if the Company were then in active discussions with a third party regarding a potential superior proposal), (ii) reduced the termination fee payable by the Company to equal 3.5% of the Company’s equity value in the event the merger agreement was terminated under certain circumstances, including for the Company to enter into a superior proposal (or 1.75% of the Company’s equity value if the merger agreement was terminated to enter into a superior proposal in connection with the “go-shop”), (iii) increased the Parent termination fee payable by Stonepeak to equal 8% of the enterprise value of the transaction, (iv) introduced a regulatory termination fee payable by Stonepeak equal to 8% of the enterprise value of the transaction if the required regulatory approvals were not obtained (the “regulatory termination fee”) and (v) expanded the scope of Stonepeak’s undertaking to obtain required governmental approvals.

On October 29, 2024, Simpson Thacher sent a revised draft of the merger agreement to Davis Polk. The revised draft of the merger agreement, among other things, (i) reduced the “go-shop” period to 30 days following signing of a definitive merger agreement (with an extension period of up to 10 days for qualifying bidders), (ii) maintained the termination fee payable by the Company equal to 3.5% of the Company’s equity value in the event the merger agreement was terminated for the Company to enter into a superior proposal (but increased the termination fee payable by the Company to equal 2.35% of the Company’s equity value if the merger agreement was terminated to enter into a superior proposal in connection with the “go-shop”), (iii) reduced the Parent termination fee payable by Stonepeak to equal 6% of the Company’s equity value, (iv) rejected inclusion of a regulatory termination fee, and (v) introduced a marketing period for Stonepeak to raise the funds required to finance the transaction in the bond markets.

Later on October 29, 2024, Davis Polk sent to Simpson Thacher an initial draft of the Company’s confidential disclosure letter to the merger agreement (the “confidential disclosure letter”).

Also on October 30, 2024, Davis Polk sent to Simpson Thacher a revised draft of the merger agreement, which highlighted the open commercial points, including, among other things, the length of the “go-shop” period, the quantum of the Company termination fee and the Parent termination fee, and the inclusion of a regulatory termination fee. Representatives of Davis Polk had a call with representatives of Simpson Thacher to discuss the Company’s feedback on the open commercial points in the merger agreement.

Also on October 30, 2024, Goldman Sachs delivered a customary relationship disclosure letter, which was dated as of October 30, 2024, to the Company’s management, who in turn provided the letter to the members of the Board, providing information regarding certain of Goldman Sachs’ relationships with the Company, Amazon, Stonepeak and certain of their affiliates and portfolio companies.

On November 1, 2024, Simpson Thacher sent to Davis Polk a revised draft of the merger agreement, which (i) increased the “go-shop” period to 35 days following signing of a definitive merger agreement (with an extension period of up to 15 days for certain qualifying bidders), but excluded certain potentially interested parties from the “go-shop” provisions, (ii) maintained the termination fee payable by the Company equal to 3.5% of the Company’s equity value in the event the merger agreement was terminated for the Company to enter into a superior proposal (or 2.35% of the Company’s equity value if the merger agreement was terminated to enter into a superior proposal in connection with the “go-shop”), (iii) increased the Parent termination fee payable by Stonepeak to equal 7% of the Company’s equity value, and (iv) rejected inclusion of a regulatory termination fee.

Over the course of November 1, 2024, through the morning of November 3, 2024, the Company and its advisors continued to negotiate with Stonepeak and its advisors on the proposed terms of the merger agreement and other transaction documents, including the debt commitment letter, the equity commitment letter, the related fee letter and the limited guarantee, and Davis Polk and Simpson Thacher continued to exchange drafts of the transaction documents and the confidential disclosure letter. The negotiations covered various aspects of the transaction, including, among other things: the duration of the go-shop, the scope of Stonepeak’s undertaking to obtain the required regulatory approvals, the restriction on the conduct of the Company’s business until completion of the transaction, the representations and warranties to be made by the parties, the conditions to completion of the mergers, the Company’s ability to participate in discussions and negotiations with third parties relating to unsolicited proposals, the right of the Board to change its recommendation that stockholders approve the merger in response to a superior proposal or otherwise, the Company’s right to terminate the merger agreement to accept a superior proposal under certain conditions and the other termination provisions and the triggers of the Company termination fee. Following further correspondence between Simpson Thacher and Davis Polk, in the morning of November 3, 2024, Simpson Thacher sent a proposed final execution version of the merger agreement to Davis Polk, which, among other things, included a “go-shop” period of 35 days following signing of a definitive merger agreement (with an extension period of up to 15 days for certain qualifying bidders) (without excluding certain potentially interested parties from the “go-shop” provisions) and Parent termination fee equal to $150 million.

Later that morning of November 3, 2024, the Board held a meeting at which members of the Company’s management, and representatives of Goldman Sachs, Davis Polk, and Vorys were present. Prior to the meeting, representatives of Davis Polk provided the Board with an essentially complete version of the merger agreement, the form of amended and restated certificate of incorporation of the Surviving Company to be attached as Exhibit A to the merger agreement, and a near final draft of the confidential disclosure letter, and Goldman Sachs reviewed with the Board the information that had previously been provided by representatives of Goldman Sachs with respect to any material relationships with Stonepeak. The Board discussed, among other matters, the price negotiations between the Company and Stonepeak. Goldman Sachs then reviewed its financial analysis of the merger consideration. At the request of the Board, Goldman Sachs rendered an oral opinion of Goldman Sachs, subsequently confirmed by delivery of a written opinion dated November 3, 2024, to the Board to the effect that, as of the date of the written opinion and based on and subject to the assumptions, limitations, qualifications and other matters considered as described in such written opinion, the merger consideration of $22.50 per share to be paid to holders (other than Parent and its affiliates) of outstanding shares of Company common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders. Representatives of Davis Polk (i) again reviewed with the Board its fiduciary duties under Delaware law, including its fiduciary duties when evaluating the proposed transaction, (ii) presented a summary of the merger agreement and (iii) indicated that the Company and Stonepeak had agreed upon all financial and other material terms of the transaction and were imminently prepared to execute the merger agreement and related transaction documents. The Board then met in executive session to discuss the potential transaction and the information received from the Company’s management and advisors relating to the potential transaction. The Board also considered potential issues with rejecting Stonepeak’s proposal and remaining a standalone public company, the risk of pursuing strategic alternatives, the Company’s ability to solicit proposals during the go-shop period and the ability of the Company to terminate the agreement with Stonepeak to enter into an agreement with another bidder if such bidder made a superior proposal to acquire the Company. After further discussion and consideration of the merger agreement and the other transactions contemplated by the merger agreement (including the factors described in the section to this proxy statement entitled “The Merger — Reasons for the Merger”), the Board unanimously (i) determined that it is in the best interests of the Company and the Company’s stockholders, and declared it advisable, that the Company enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved and declared advisable the execution and delivery of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and (ii) directed that the merger agreement and the transactions contemplated thereby be submitted for consideration by the stockholders of the Company entitled to vote thereon at a meeting thereof.

On the afternoon of November 3, 2024, representatives of Davis Polk and Simpson Thacher finalized the confidential disclosure letter. Later that same afternoon, the Company, Parent and MergerCo executed and delivered, as applicable, the merger agreement, equity commitment letter, limited guarantee, debt commitment letter and the related fee letter.

On the morning of November 4, 2024, prior to the commencement of trading of Company common stock on NASDAQ, the Company released a press release announcing the execution of the merger agreement and the proposed

terms of the acquisition by Stonepeak. The press release announcing the transaction also noted that the merger agreement included a go-shop period of 35 days continuing through December 8, 2024, and in certain cases for a period of 50 days continuing through December 23, 2024.

Beginning on November 4, 2024, representatives of Goldman Sachs contacted 18 parties to invite such parties to participate in the Company’s go-shop process. Such parties were identified as having the most likely interest in acquiring the Company and the financial capability to complete an acquisition. 17 of the contacted parties were private equity sponsors, and the remaining one was a potential strategic counterparty. Of the 18 parties contacted, three parties indicated interest in evaluating preliminary diligence information. Following execution of confidentiality agreements by two such parties, representatives of Goldman Sachs provided representatives of such parties with a targeted set of documents under such confidentiality agreements for due diligence review. The third party that indicated interest in evaluating preliminary diligence information did not execute a confidentiality agreement with the Company and, therefore, was not provided any documents or information for due diligence review.

All of the invited parties indicated that they were not interested in pursuing an acquisition of the Company, without any request to do further due diligence.

At 11:59 p.m., Eastern Time, on December 8, 2024, the “go-shop” period ended with the Company not having received any alternative acquisition proposals.

At the special meeting of the Board on November 3, 2024, after consideration, including of the material factors described in the section below entitled “— Reasons for the Merger”, and detailed discussions with the Company’s management and its legal and financial advisors, at such meeting and prior meetings of the Board, the Board unanimously (i) determined that it is in the best interests of the Company and the Company’s stockholders, and declared it advisable, that the Company enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved and declared advisable the execution and delivery of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and (iii) directed that the merger agreement and the transactions contemplated thereby be submitted for consideration by the stockholders of the Company entitled to vote thereon at a meeting thereof. Accordingly, the Board recommends a vote “FOR the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

At its November 3, 2024, meeting held to evaluate the merger, the Board unanimously (i) determined that it is in the best interests of the Company and the Company’s stockholders, and declared it advisable, that the Company enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved and declared advisable the execution and delivery of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and (iii) directed that the merger agreement and the transactions contemplated thereby be submitted for consideration by the stockholders of the Company entitled to vote thereon at a meeting thereof.

In evaluating the merger agreement and arriving at its determination, the Board consulted with the Company’s senior management, representatives of the Company’s financial advisor, Goldman Sachs, and the Company’s outside legal counsel, Davis Polk, and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the merger to the Company and the Company’s stockholders. The Board believed that, taken as a whole, the following factors supported its decision to approve the merger:

The Board also considered certain potentially negative factors in its deliberations concerning the merger, including the following:

The Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the merger were significantly outweighed by the positive factors and potential benefits that it expected Company stockholders would achieve as a result of and associated with the merger. The Board believed that the merger would maximize the immediate value of Company stockholders’ shares of Company common stock and minimize the risks and uncertainty affecting the future prospects of the Company, including the potential execution risks associated with its standalone financial plan. Accordingly, the Board unanimously (i) determined that it is in the best interests of the Company and the Company’s stockholders, and declared it advisable, that the Company enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved and declared advisable the execution and delivery of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and (iii) directed that the merger agreement and the transactions contemplated thereby be submitted for consideration by the stockholders of the Company entitled to vote thereon at a meeting thereof.

In addition, the Board was aware of and considered the interests that the Company’s directors and executive officers may have with respect to the merger that differ from, or are in addition to, the interests of Company stockholders generally, as described below under “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive, but is meant to include material factors considered by the Board. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weights or values to any of these different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. Rather, the Board viewed its position and recommendation as being based on an overall analysis and on the totality of the information and factors presented to and considered by it, including discussions with the Company’s management and outside legal and financial advisors. In addition, in considering the factors described above, individual directors may have given different weights to different factors. The Board based its unanimous recommendation on the totality of the information presented.

This explanation of the Company’s reasons for the merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”

While the Company has from time to time provided limited financial guidance to investors, the Company’s management does not, as a matter of course, otherwise publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the merger, the Company provided certain unaudited non-public financial projections regarding the Company to the Board (referred to as the “Management Projections”). At the direction of the Board, the Management Projections were also provided to, and approved for use by, Goldman Sachs for purposes of performing its financial analysis in connection with rendering its opinion to the Board (as more fully described below under “The Merger — Opinion of the

Company’s Financial Advisor”). The Management Projections were also provided to Stonepeak in connection with Stonepeak’s due diligence review of the Company. A summary of the Management Projections is included below to give Company stockholders access to certain information that was considered by the Board for purposes of evaluating the merger. The Management Projections are not, and should not be viewed as, public guidance or even targets and do not constitute an admission or representation by the Company that the information contained therein is material information.

The Management Projections, while presented with numerical specificity, were based on numerous variables and assumptions, including about future performance, that are inherently uncertain and many of which are beyond the Company’s control. The Management Projections reflect numerous estimates, assumptions and judgments made by the Company’s management, based on information available at the time the Management Projections were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. Because the Management Projections reflect subjective judgment in many respects, they are susceptible to multiple interpretations and frequent revisions based on actual experience and business developments. There can be no assurances that the Management Projections accurately reflect future trends or accurately estimate the Company’s future financial and operating performance. The Management Projections also reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Management Projections not to be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, general business and economic conditions and other factors described in or referenced under the section titled “Cautionary Statement Regarding Forward-Looking Statements” and those risks and uncertainties described in the Company’s public filings with the SEC. Further, the Management Projections cover multiple years and by their nature become subject to greater uncertainty with each successive year. Some or all of the assumptions that have been made in connection with the preparation of the Management Projections may have changed since the date the Management Projections were prepared. Accordingly, there can be no assurance that the Management Projections will be realized, and actual results may vary materially from those shown. Since the Management Projections cover a long period of time, the Management Projections by their nature are unlikely to anticipate each circumstance that will have an effect on the commercial value of the Company’s assets and services.

The Management Projections included in this document, including the financial projections set forth below under “— Company Management Financial Projections,” are the responsibility of the Company’s management. Deloitte & Touche LLP (referred to as “Deloitte”), the Company’s independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Management Projections and, accordingly, Deloitte has not expressed an opinion or any other form of assurance with respect thereto. The Deloitte report on the Company’s consolidated financial statements incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, relates to the Company’s previously issued financial statements. It does not extend to the Management Projections and should not be read to do so.

The Management Projections are not being included in this proxy statement in order to influence any Company stockholder’s decision as to whether or not to approve the merger proposal or whether or not to seek appraisal rights with respect to shares of Company common stock held by such Company stockholder. The summary of the Management Projections is being included in this proxy statement solely because these Management Projections were made available to the Board and Goldman Sachs.

The Management Projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the merger and merger-related expenses. The Management Projections also do not take into account the effect of any failure of the merger to consummate and should not be viewed as accurate or continuing in that context.

The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Company, Goldman Sachs or any of their respective affiliates, advisors or representatives considered or consider the Management Projections to be predictive of actual future events, and the Management Projections should not be relied on as such. None of the Company, Goldman Sachs or any of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from these Management Projections, and none of them undertakes any obligation to update, correct or otherwise revise or reconcile the

Management Projections to reflect circumstances existing after the date such Management Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Management Projections are shown to be in error or no longer appropriate. The Company does not intend to make publicly available any update, correction or other revisions to the Management Projections, except as required by law. These considerations should be taken into account in reviewing the Management Projections, which were prepared as of an earlier date. None of the Company, Goldman Sachs or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any Company stockholder or other person regarding the ultimate performance of the Company compared to the information contained in the Management Projections or that the projected results will be achieved. The Company has not made any representation to Stonepeak or its affiliates, in the merger agreement or otherwise, concerning the Management Projections.

Company stockholders are cautioned not to place undue, if any, reliance on the Management Projections included in this proxy statement.

The Management Projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or generally accepted accounting principles in the United States (referred to as “GAAP”).

The Management Projections incorporate certain financial measures which are not GAAP measures. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. The Company’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Financial measures provided to a financial advisor are excluded from the SEC’s definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure to be presented. Reconciliations of these financial measures were not relied upon by Goldman Sachs for purposes of performing their respective financial analyses in connection with rendering its respective opinions to the Board (as described in the sections titled “The Merger Agreement — Opinion of the Company’s Financial Advisor”) or by the Board. Accordingly, a reconciliation of the financial measures included in the Management Projections is not provided.

Subject to the foregoing qualifications, the Management Projections are set forth below:

For additional information on the Company’s actual results and historical financial information, see the section titled “Where You Can Find More Information”.

Goldman Sachs rendered its opinion to the Board that, as of November 3, 2024 and based upon and subject to the factors and assumptions set forth therein, the $22.50 in cash per share of Company common stock to be paid to

the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated November 3, 2024, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Company common stock should vote with respect to the merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition, and future prospects of the Company; reviewed the reported price and trading activity for Company common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the air cargo transportation industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the Company’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company’s consent that the Management Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, the Company or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of Company common stock, as of the date of the opinion, of the $22.50 in cash per share of Company common stock to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of

securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the merger, whether relative to the $22.50 in cash per share of Company common stock to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which Company common stock will trade at any time, or as to the potential effects of volatility in the credit, financial and stock markets on the Company, Parent or the merger, or as to the impact of the merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 1, 2024, the last trading day before the public announcement of the merger, and is not necessarily indicative of current market conditions.

Using the Management Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per share of Company common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 8.00% to 9.50%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2024 (i) estimates of unlevered free cash flow for the Company for the remaining quarter in fiscal year 2024 and for the fiscal years 2025 through 2030 as reflected in the Management Projections and (ii) a range of illustrative terminal values for the Company, which were calculated by applying terminal year exit enterprise value (“EV”) to the last twelve month EBITDA (“EV/LTM EBITDA”) multiples ranging from 4.75x to 5.75x, to a terminal year estimate of EBITDA to be generated by the Company as reflected in the Management Projections (which analysis implied a range of perpetuity growth rates ranging from 1.5%-3.9%). The range of terminal year exit EV/LTM EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of the Company. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company’s net debt as of September 30, 2024, as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Company common stock as of November 1, 2024, as provided by and approved for Goldman Sachs’ use by the management of the Company, using the treasury stock method, to derive a range of illustrative present values per share of Company common stock ranging from $20.75 to $28.25, rounded to the nearest $0.25.

Using the Management Projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Company common stock. For this analysis, Goldman Sachs first calculated the implied enterprise value for the Company as of December 31 for each of the fiscal years 2025 through 2028, by applying a range of multiples of illustrative EV to next twelve-month EBITDA (“EV/NTM EBITDA”) of 4.25x to 5.25x to estimates of the Company’s NTM EBITDA for each of the fiscal years 2025 through 2028. This

illustrative range of EV/NTM EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM EBITDA multiples for the Company.

Goldman Sachs then subtracted the amount of the Company’s net debt for each of the fiscal years 2025 to 2028, each as provided by and approved for Goldman Sachs’ use by the management of the Company, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for the Company for each of the fiscal years 2025 to 2028. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Company common stock for each of fiscal years 2025 to 2028, calculated using information provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of implied future values per share of Company common stock. Goldman Sachs then discounted these implied future equity values per share of Company common stock to September 30, 2024, using an illustrative discount rate of 11.8%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the Company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $19.50 to $26.50 per share of Company common stock, rounded to the nearest $0.25.

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2018 through November 1, 2024 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were between $1 billion and $5 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25^th percentile and 75^th percentile premia of the price paid in the all-cash U.S. public transactions relative to the target’s last closing stock price prior to announcement of the merger. This analysis indicated a median premium of approximately 23% across the period. This analysis also indicated a 25^th percentile premium of approximately 11% and 75^th percentile premium of approximately 50% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premia of approximately 11% to approximately 50% to the last closing price per share of Company common stock of $17.40 as of November 1, 2024 and calculated a range of implied equity values per share of Company common stock of $19.25 to $26.00, rounded to the nearest $0.25.

Goldman Sachs reviewed the historical trading prices for Company common stock for the one-year period ended November 1, 2024. In addition, Goldman Sachs analyzed the consideration to be paid to holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement in relation to (i) the closing price per share of Company common stock on November 1, 2024, (ii) the volume weighted average price (the “VWAP”) per share of Company common stock for the preceding 90-trading day period ending November 1, 2024, (iii) the 52-week high price per share of Company common stock as of November 1, 2024 and (iv) the 52-week low price per share of Company common stock as of November 1, 2024.

This analysis indicated that the price per share of Company common stock to be paid to the holders of shares of Company common stock pursuant to the merger agreement represented:

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In

arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or Parent or the merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs providing its opinion to the Board as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of Company common stock, as of the date of the opinion, of the $22.50 in cash per share of Company common stock to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The merger consideration was determined through arm’s-length negotiations between the Company and Parent and was approved by the Board. Goldman Sachs did not recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including Stonepeak Partners LLC, an affiliate of Parent (“Stonepeak”), and Amazon, a significant shareholder of the Company, and any of their respective affiliates and, as applicable, portfolio companies or any currency or commodity that may be involved in the merger. Goldman Sachs acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the merger. During the two-year period ended November 3, 2024, Goldman Sachs Investment Banking has not been engaged by the Company or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Stonepeak and its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial advisor to Madison Energy Investments LLC, a portfolio company of Stonepeak, in connection with its sale to EQT Infrastructure in February 2023; as financial advisor to Stonepeak in its acquisition of an interest in Key Access Pipeline Systems in April 2023; as arranger with respect to a term loan and revolver repricing of Oryx Midstream Services LLC, a portfolio company of Stonepeak, in February 2024; as financial advisor to Stonepeak in its acquisition or Arvida Group in July 2024; and as bookrunner with respect to the initial public offering of shares of Lineage Logistics LLC, a portfolio company of Stonepeak, in July 2024. During the two-year period ended November 3, 2024, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking directly to Stonepeak and/or to its affiliates and portfolio companies (which may include companies that are not controlled by Stonepeak) of approximately $40 million. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Amazon and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as joint bookrunner with respect to the issuance by Amazon of its notes due 2024, notes due 2025, notes due 2027, notes due 2029 and notes due 2032 in November 2022; as financial advisor to Amazon in connection with its acquisition of One Medical in February 2023; and as financial advisor to Amazon in connection with its announced acquisition of iRobot, which was terminated in January 2024. During the two-year period ended November 3, 2024, Goldman Sachs

has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Amazon and/or its affiliates of approximately $15 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Parent, Stonepeak, Amazon and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation. As of November 3, 2024, affiliates of Goldman Sachs also were co-invested with Stonepeak and its affiliates and were invested in limited partnership units of affiliates of Stonepeak, and may continue to do so in the future.

As the Board was aware, concurrent with the issuance of the Company’s convertible notes in September 2017 (the “Convertible Notes”), the Company entered into convertible note hedge transactions and warrant transactions with respect to the Convertible Notes (the warrant transactions, collectively, the “Warrant Transactions”) with Goldman Sachs and three other counterparties (collectively referred to in this section of this proxy statement as the “hedging transactions counterparties”), each acting as a principal for its own account. The Convertible Notes had an initial strike price equal to approximately $31.90 per share of Company common stock.

The convertible note hedge transactions were intended to generally reduce the potential dilutive effect on Company stockholders of the conversion of the Convertible Notes and/or offset any potential cash payment in excess of the principal amount of the Convertible Notes that the Company may have had to make in the event that the market value per share of Company common stock, as measured under the convertible note hedge transactions at the time of exercise, was greater than the strike price of the call options purchased by the Company in the convertible note hedge transactions. The Convertible Notes matured on October 15, 2024, and all related convertible note hedge transactions expired on the same date and none remain outstanding as of December 23, 2024.

The Warrant Transactions provide Goldman Sachs with warrants on shares of Company common stock, the value of which depends on the price of Company common stock exceeding the strike price of the warrants. The Warrant Transactions consisted of the sale by the Company of call options with respect to, collectively, 1,622,234 shares of Company common stock, the aggregate number of Company common stock underlying the Convertible Notes at the time of issuance (with 20% purchased from Goldman Sachs), of which Warrant Transactions covering 339,965 shares of Company common stock remain outstanding, in the aggregate, following the repurchase by the Company of Convertible Notes and execution of the Partial Termination Agreement between Goldman Sachs and the Company on August 9, 2023. As of December 23, 2024, approximately 21% of the Warrant Transactions remain outstanding, with a strike price of $41.3525 per share of Company common stock.

The Warrant Transactions may be adjusted, exercised and/or terminated in accordance with their terms in connection with certain events, including the announcement or consummation of the merger, which could result in a payment from the Company to Goldman Sachs. In particular, under the terms of the Warrant Transactions, each of Goldman Sachs and the other hedging transactions counterparties, each acting separately as calculation agent under the Warrant Transactions to which it is a party, is entitled in certain circumstances to make adjustments to the strike price of the warrants sold by the Company to Goldman Sachs and the other hedging transactions counterparties to reflect the economic effect of the announcement of the merger on the Warrant Transactions. In addition, each of Goldman Sachs and the other hedging transactions counterparties may, each acting separately as calculation agent, determining party or otherwise as principal under the Warrant Transactions to which it is a party, determine such additional adjustments and/or value owed upon termination or cancellation in respect of such warrants in accordance with their terms, including on or following consummation or abandonment of the merger. All actions or exercises of judgment by Goldman Sachs in its capacity as calculation agent pursuant to the terms of the Warrant Transactions to which it is a party must be performed in good faith and a commercially reasonable manner.

As a result of the Warrant Transactions, the hedging transactions counterparties are expected to have market exposure to the price of shares of Company common stock. It is the ordinary practice of the hedging transactions counterparties to engage in hedging activities to limit their respective market exposure to the price of the stock underlying privately negotiated equity derivative transactions with issuers of such stock, such as the Warrant Transactions. In connection with the Warrant Transactions, Goldman Sachs (and its affiliates) have engaged, and will continue to engage, in accordance with applicable law, in hedging and other market transactions (which may include the entering into or unwinding of various derivative transactions with respect to Company common stock) that are generally intended to substantially neutralize Goldman Sachs’ exposure as a result of the Warrant Transactions to changes in the price per share of Company common stock. Such hedging activity is at Goldman Sachs’ own risk and may result in a gain or loss to Goldman Sachs in an amount that may be greater than or less than the initial expected

contractual benefit to Goldman Sachs under the Warrant Transactions. The amount of any such gain or loss will not be known until the applicable Warrant Transactions have been exercised, expired or terminated in accordance with their terms and Goldman Sachs shall have completed all of its hedge unwind activities.

Goldman Sachs has informed the Company that to mitigate exposure from the Warrant Transactions, as of December 23, 2024, Goldman Sachs held a net short economic position of approximately 5,546 shares of Company common stock and was long and short a number of various options on Company common stock.

The Warrant Transactions are subject to adjustments made to the terms of the Warrant Transactions as a result of the announcement and the consummation of a merger, tender offer or other event involving the Company (including the merger), as described above. Goldman Sachs provided to the management of the Company, for the information of the Board, materials that summarized, based on theoretical models, the potential effects of the announcement and of the consummation of an acquisition of the Company on the Warrant Transactions to which Goldman Sachs is a counterparty. The materials included preliminary illustrative analyses by Goldman Sachs Investment Banking for a range of stated assumptions regarding takeout prices for Company common stock and volatilities, as well as based on other reasonable assumptions. In accordance with industry practice, Goldman Sachs maintains customary institutional information barriers reasonably designed to prevent the unauthorized disclosure of confidential information between personnel in Goldman Sachs Investment Banking and personnel in Goldman Sachs FICC and Equities who are undertaking the hedging transactions with respect to Goldman Sachs’ Warrant Transactions. In connection with the preparation of presentations to senior management of the Company and the Board, persons in Goldman Sachs Investment Banking, including the representatives of Goldman Sachs who have advised the Company in connection with the merger may have received or may receive input from personnel in Goldman Sachs FICC and Equities into how to model, or reports of historical measures or estimates of, Goldman Sachs’ and/or Goldman Sachs’ Investment Banking’s profit and/or loss over certain measurement periods related to the Warrant Transactions.

The amount of any termination payment owed to Goldman Sachs as a result of the termination of the Warrant Transactions will vary depending on market conditions (including, for example, interest rates and volatility and price of Company common stock) and the valuation model used to determine such amount and, accordingly, the amount of any termination payment owed by the Company to a hedging transactions counterparty may be significantly different from the illustrative amounts described above. The consummation of the merger could result in the Company paying a hedging transactions counterparty an amount that is greater than, equal to, or less than the amount the Company would have paid or delivered to the hedging transactions counterparty upon exercise, expiration or termination of its Warrant Transactions in the absence of the merger.

Goldman Sachs has advised the Company that as of December 23, 2024, Goldman Sachs expects to realize a net gain of up to approximately $1 million with respect to the Warrant Transactions as a result of the merger, after giving effect to its hedging activities based on the ordinary hedging practices described above and based on a range of stated assumptions, including volatilities and other reasonable assumptions. The amount of any such gain may not be known until the Warrant Transactions have been exercised, expired or terminated in accordance with their terms and Goldman Sachs and its affiliates have completed all of their unwind activities, and such amount may differ from the estimates provided above.

The indenture governing the Convertible Notes and the forms of confirmations containing the terms of the convertible note hedge transactions and Warrant Transactions were included as exhibits to the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2017, which contains additional disclosure regarding the Convertible Notes and a description of the convertible note hedge transactions and Warrant Transactions. All references in this section of this proxy statement to share counts, conversion prices, and strike prices are subject to adjustment from time to time in accordance with the terms of the confirmations relating to the convertible note hedge transactions and Warrant Transactions.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated February 2, 2015, and reinstated October 20, 2024, the Company engaged Goldman Sachs to act as its financial advisor in connection with the merger. The engagement letter between the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at

approximately $35 million, all of which is contingent upon consummation of the merger. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

If the Company stockholder approval is obtained, the other conditions to the closing of the merger are either satisfied or (to the extent permitted by law) waived and the merger is consummated, MergerCo will be merged with and into the Company upon the terms set forth in the merger agreement and in accordance with the DGCL. As the surviving corporation in the merger, the Company will continue to exist following the merger as a wholly-owned subsidiary of Parent.

At the effective time, each share of Company common stock issued and outstanding immediately prior to the effective time (other than excluded shares and appraisal shares) will be canceled and converted into the right to receive $22.50 in cash, without interest and less any applicable withholding taxes. Company stockholders and “beneficial owners” (as defined for this purpose in Section 262(a) of the DGCL) who properly and validly exercise and do not withdraw their appraisal rights will have a right to receive payment of the “fair value” of their shares of Company common stock as determined pursuant to an appraisal proceeding, as contemplated by the DGCL. For more information, please see the section of this proxy statement entitled “— Appraisal Rights”. Following the merger, all Company common stock will be beneficially owned by Parent, and none of the current holders of Company common stock will, by virtue of the merger, have any ownership interest in, or be a stockholder of, the Company, the surviving corporation or Parent. As a result, the current holders of Company common stock will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Company. Following the merger, Parent will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

Please see the section of this proxy statement entitled “The Merger Agreement — Consideration to be Received in the Merger” beginning on page 70.

For information regarding the effects of the merger on the Company’s outstanding equity-based awards, please see the section below entitled “— Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 59 and the section of this proxy statement entitled “The Merger Agreement — Treatment of Company Long-Term Incentive Awards” beginning on page 71.

Shares of Company common stock are currently registered under the Exchange Act and listed on NASDAQ under the trading symbol “ATSG”. Following the consummation of the merger, shares of Company common stock will no longer be traded on NASDAQ or any other public market. In addition, the registration of Company common stock under the Exchange Act is expected to be terminated, and, upon such termination, the Company will no longer be required to file periodic and other reports with the SEC with respect to Company common stock.

In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason, Company stockholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company will remain an independent public company, Company common stock will continue to be listed and traded on NASDAQ, Company common stock will continue to be registered under the Exchange Act and the Company stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of Company common stock.

If the merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of your Company common stock, including the risk that the market price of Company common stock may decline to the extent that the current market price of Company common stock reflects a market assumption that the merger will be consummated. If the merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 93.

If the merger agreement is terminated under specified circumstances, the Company may be required to pay Parent a one-time termination fee of either $37,156,852 or $55,339,993, as applicable, or Parent may be required to pay the Company a one-time termination fee of $150 million. Please see the section entitled “The Merger Agreement—Termination Fees” beginning on page 95 of this proxy statement and the merger agreement attached as Annex A to this proxy statement for more information. Please see the section entitled “The Merger Agreement — Termination Fees” beginning on page 95 of this proxy statement and the merger agreement attached as Annex A to this proxy statement for more information.

We anticipate that the total amount of funds necessary to consummate the merger (including amounts needed to pay the aggregate merger consideration and pay all fees, costs and expenses required to be paid by Parent or MergerCo at or prior to the closing in connection with the transactions contemplated by the merger agreement) will be approximately $3.107 billion in the aggregate, which will be funded with committed equity financing and debt financing as described below. We anticipate that the total funds available to Parent and MergerCo to pay the amounts described above will be up to $1.4 billion in the aggregate of equity financing and an aggregate amount of $2.3 billion of debt financing. Parent does not anticipate requiring additional sources of funding in order to consummate the merger. Parent has received the aggregate equity commitment for the equity financing from the equity commitment party as described below in the section entitled “— Equity Financing” and debt commitments for the debt financing from the debt financing sources as described below in the section entitled “— Debt Financing”.

Parent and MergerCo delivered to the Company the equity commitment letter, pursuant to which the equity commitment party has committed to Parent to fund, subject to the terms and conditions thereof, an aggregate amount up to $1.4 billion solely for purposes of paying the merger consideration at the closing.

In connection with entering into the merger agreement, Parent received the debt commitment letter from the debt financing sources. Pursuant to the debt commitment letter, the debt financing sources have committed to provide, severally but not jointly, the credit facilities.

The commitments of the debt financing sources under the debt commitment letter are subject to the satisfaction (or waiver by the applicable debt financing sources) of certain conditions precedent, including, without limitation:

The commitments under the debt commitment letter terminate automatically in the event that (i) the initial borrowings under the credit facilities does not occur on or before 11:59 p.m., New York City time, on the date that

is five business days after May 3, 2025 (as such date may be extended (or further extended, as applicable) in accordance with the terms of the merger agreement as in effect on the date of the merger agreement), (ii) the merger agreement is terminated by Parent (or its affiliates) in accordance with its terms without the consummation of the merger having occurred or (iii) the closing occurs without the funding of the credit facilities.

Parent delivered to the Company the limited guarantee of the guarantor, pursuant to which the guarantor, subject to the terms and conditions thereof, has guaranteed the obligations of Parent to pay guaranteed obligations, subject to an aggregate cap equal to $157.5 million.

Holders of Company common stock will become entitled to receive the merger consideration as a result of the merger. The holders and “beneficial owners” (as defined for this purpose in Section 262(a) of the DGCL) of Company common stock will be entitled to appraisal rights under Section 262 of the DGCL in connection with the merger.

If you hold or “beneficially own” one or more shares of Company common stock and comply with all requirements set forth in Section 262 of the DGCL in connection with the merger, you are entitled to appraisal rights under Delaware law and have the right to have your shares appraised by the Delaware Court of Chancery and receive the “fair value” of such shares (exclusive of any element of value arising from the accomplishment or expectation of the merger) as of completion of the merger in place of the merger consideration, as determined by the court, if you strictly comply with the procedures specified in Section 262 of the DGCL. Any such Company stockholder or beneficial owner awarded “fair value” for its, his or her shares by the court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the merger consideration. Any Company stockholder or beneficial owner wishing to preserve their rights to appraisal must make a demand for appraisal as described below.

The following discussion is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached as Annex C to this proxy statement. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to the record holder of the shares of Company common stock and references to a “beneficial owner” are to a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person;. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation that you exercise your rights to seek appraisal under Section 262 of the DGCL.

Under Section 262 of the DGCL, when a merger is submitted for approval at a meeting of stockholders as in the case of approval of the merger agreement proposal, the Company, not less than 20 days prior to the meeting, must notify each stockholder who was a Company stockholder on the record date for notice of such meeting with respect to shares for which appraisal rights are available, that appraisal rights are available and include in the notice either a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. This proxy statement constitutes the required notice, and the copy of Section 262 of the DGCL is attached as Annex C to this proxy statement. A person who wishes to exercise appraisal rights or who wishes to preserve the right to do so should review the following discussion and Annex C carefully and consult with legal advisors. Failure to strictly comply with the procedures of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration.

Persons wishing to exercise the right to seek an appraisal of their shares must do ALL of the following:

Voting, virtually or by proxy, against, abstaining from voting on or failing to vote on the approval of the merger agreement proposal will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote.

A Company stockholder or beneficial owner wishing to exercise appraisal rights must deliver to the Company, before the vote on the merger proposal at the special meeting, a written demand for the appraisal of such Company stockholder’s or beneficial owner’s shares of Company common stock. In addition, that Company stockholder or beneficial owner must not vote or submit a proxy in favor of the merger proposal. A vote in favor of the merger proposal, in person at the special meeting or by proxy (whether by mail or via the internet or telephone), will nullify any previously filed written demands for appraisal with respect to such Company stockholder’s shares of Company common stock. A Company stockholder exercising appraisal rights must hold of record the shares of Company common stock on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective date of the merger. A beneficial owner exercising appraisal rights must own the shares of Company common stock on the date the written demand for appraisal is made and must continue to own such shares through the effective date of the merger. For a Company stockholder, a proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the merger proposal, and it will nullify any previously delivered written demand for appraisal. A Company stockholder or beneficial owner who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the merger proposal or abstain from voting on the merger proposal. Neither voting against the merger proposal nor abstaining from voting or failing to vote on the merger proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the merger proposal. A Company stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the merger proposal at the special meeting will constitute a waiver of appraisal rights.

If the shares of Company common stock with respect to which a demand is made are owned of record or beneficially owned in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand should be executed by or on behalf of the record owner or beneficial owner in such capacity, and if the shares of Company common stock are owned of record or beneficially owned by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint holders of record or beneficial owners. An authorized agent, including an authorized agent for two or more joint stockholders or beneficial owners, as applicable, may execute a demand for appraisal on behalf of a Company stockholder or beneficial owner, as applicable; however, the agent must identify the Company stockholder or Company stockholders or beneficial owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the Company stockholder or Company stockholders or beneficial owner or owners, as applicable. If a demand for appraisal is made by a beneficial owner, it must reasonably identify the holder of record of the shares of Company common stock for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of Company common stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list described below.

A person who elects to exercise appraisal rights under Section 262 of the DGCL must mail his, her or its written demand for appraisal to the following address:

If the merger is consummated, the surviving corporation will give written notice that the merger has become effective within 10 days after the closing date of the merger to each stockholder and beneficial owner that did not vote in favor of the merger agreement and delivered a written demand for appraisal in accordance with Section 262 of the DGCL. At any time within 60 days after the closing date of the merger, any stockholder and beneficial owner that did not commence an appraisal proceeding or join in such a proceeding as a named party will have the right to withdraw such demand and to accept the merger consideration in accordance with the merger agreement for his, her or its shares of common stock.

Within 120 days after the closing date of the merger, but not later, any person that has complied with the requirements of Section 262 of the DGCL, or the surviving corporation may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the merger in the case of a petition filed by a Company stockholder or beneficial owner, demanding a determination of the value of the shares of Company common stock held by all such Company stockholders or beneficial owners. The surviving corporation is under no obligation to file an appraisal petition and has no intention of doing so. If you desire to have your shares of Company common stock appraised and have otherwise complied with the requirements of Section 262 of the DGCL, you should initiate any petitions necessary for the perfection of your appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL.

Within 120 days after the effective date of the merger, any person that has complied with the provisions of Section 262 of the DGCL will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the aggregate number of shares of Company common stock not voted in favor of the approval of the merger agreement proposal and with respect to which the Company has received demands for appraisal, and the aggregate number of holders and beneficial owners holding or owning those shares of Company common stock (for which purpose the record holder of shares of Company common stock for which appraisal is demanded by the beneficial owner thereof shall not be considered a separate Company stockholder holding such shares of Company common stock for purposes of such aggregate number). The surviving corporation must mail this statement within the later of 10 days of receipt by the surviving corporation of the request therefor or 10 days after expiration of the period for delivery of demands for appraisal.

If a petition for appraisal is duly filed, and a copy of the petition is delivered to the surviving corporation, the surviving corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the Delaware Register in Chancery with a duly verified list containing the names and addresses of all persons who have demanded an appraisal of their shares of Company common stock. The Delaware Court of Chancery will then determine which persons are entitled to appraisal rights and may require the persons demanding appraisal who hold certificated shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings and the Delaware Court of Chancery may dismiss the proceedings as to any person who fails to comply with this direction.

Because the shares of Company common stock will be listed on a national securities exchange immediately prior to the consummation of the merger, the Delaware Court of Chancery will dismiss the appraisal proceedings as to all persons who are otherwise entitled to appraisal rights unless (i) the total number of shares of Company common stock entitled to appraisal exceeds 1% of the outstanding shares of Company common stock eligible for appraisal or (ii) the value of the consideration provided in the merger for such total number of shares of Company common stock exceeds $1 million. Accordingly, you will not be entitled to an appraisal of your shares of Company common stock in connection with the merger if neither of these thresholds is satisfied.

Where proceedings are not dismissed or the demand for appraisal is not successfully withdrawn, the appraisal proceeding will be conducted as to the shares of Company common stock owned by such persons in accordance with

the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. The Delaware Court of Chancery will thereafter determine the fair value of the shares of Company common stock at the effective time held by all persons who have properly perfected appraisal rights, exclusive of any element of value arising from the accomplishment or expectation of the merger. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the closing date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the closing date of the merger and the date of payment of the judgment. However, the Company has the right, at any time before the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the Company makes a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL, interest will accrue thereafter only on the sum of (i) the difference, if any, between the amount paid by the Company in such voluntary cash payment and the fair value of the shares of Company common stock as determined by the Delaware Court of Chancery, and (ii) interest accrued before such voluntary cash payment, unless paid at that time. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same, upon surrender by such persons of their stock certificates or, in the case of book-entry shares, forthwith.

In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to fair value under Section 262 of the DGCL. The fair value of your shares as determined under Section 262 of the DGCL could be greater than, the same as, or less than the value of the merger consideration. Parent and the surviving corporation do not anticipate offering more than the merger consideration to any person exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of Company common stock is less than the merger consideration.

If no party files a petition for appraisal within 120 days after the effective time, then all persons will lose the right to an appraisal, and will instead receive the merger consideration described in the merger agreement, without interest thereon.

The Delaware Court of Chancery may determine the costs of the appraisal proceeding and may tax those costs against the parties as the Delaware Court of Chancery deems to be equitable under the circumstances. However, costs do not include attorneys and expert witness fees. Each stockholder and beneficial owner is responsible for its own attorneys and expert witnesses expenses, although, upon application of a person whose name appears on the verified list filed by the surviving corporation in the merger who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder or beneficial owner in connection with the appraisal proceeding, including reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal not dismissed or subject to such an award pursuant to a reservation of jurisdiction.

Any person that has duly demanded an appraisal in compliance with Section 262 of the DGCL will not, after the effective time, be entitled to vote the shares of Company common stock subject to that demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other distributions payable to holders of record of shares of Company common stock as of a record date prior to the effective time.

Any stockholder or beneficial owner that has not commenced an appraisal proceeding or joined such a proceeding as a named party may withdraw a demand for appraisal and accept the merger consideration by delivering a written withdrawal of the demand for appraisal to the surviving corporation, except that any attempt to withdraw made more than 60 days after the closing date of the merger will require written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery and such approval may be conditioned on the terms the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction, provided, however, that this provision will not affect the right of any person who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered in the merger within 60 days after the effective date of the merger. If you fail to perfect, successfully withdraw or lose the appraisal right, your shares will be converted into the right to receive the merger consideration, without interest thereon.

Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of appraisal rights. In that event, you will be entitled to receive the merger consideration for your shares in accordance with the merger agreement. In view of the complexity of the provisions of Section 262 of the DGCL, if you are a Company stockholder or beneficial owner and are considering exercising your appraisal rights under the DGCL, you should consult your own legal advisor.

THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH TECHNICAL PREREQUISITES. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR OWN LEGAL COUNSEL IN CONNECTION WITH COMPLIANCE UNDER SECTION 262 OF THE DGCL. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262 OF THE DGCL, THE DGCL WILL GOVERN.

As of the date of this proxy statement, there are no pending lawsuits challenging the merger. However, potential plaintiffs may file lawsuits challenging the merger, and the outcome of any future litigation is uncertain.

Such litigation, if not resolved, could prevent or delay consummation of the merger and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the merger is that no judgment enacted, promulgated, issued, entered, amended or enforced by any governmental authority of competent jurisdiction or any applicable law will be in effect enjoining, restraining or otherwise making illegal, preventing or prohibiting the consummation of the merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the merger on the agreed-upon terms, then such injunction may prevent the merger from being consummated, or from being consummated within the expected time frame.

The Company has received one books and records demand from a purported Company stockholder and two demands for corrective disclosure from purported Company stockholders.

The Company’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, the interests of Company stockholders generally. The members of the Board were aware of and considered these interests in reaching the determination to adopt the merger agreement and the transactions contemplated by the merger agreement and to recommend that Company stockholders approve the merger agreement proposal.

The Company’s executive officers for purposes of the discussion below are Joseph C. Hete (Executive Chairman), Michael L. Berger (Chief Executive Officer), Quint O. Turner (Chief Financial Officer), Edward J. Koharik III (Chief Operating Officer), W. Joseph Payne (Chief Legal Officer), Jeffrey A. Dominick (President) and C. Todd France (Chief Commercial Officer). In addition, Richard F. Corrado, former Chief Executive Officer and named executive officer, left the Company as of November 3, 2023 and will not receive any compensation or benefits in connection with the transactions.

For information regarding beneficial ownership of shares of Company common stock by each of the Company’s directors and executive officers and all directors and executive officers as a group, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management”, beginning on page 98. Each of the Company’s directors and executive officers will be entitled to receive, for each share of Company common stock he or she holds, the same per share merger consideration in cash in the same manner as other Company stockholders.

As described further in the section entitled “The Merger Agreement — Treatment of Company Equity-Based Awards” beginning on page 71, each Company RSU outstanding immediately prior to the effective time will vest and be canceled and the holder thereof shall then be entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product, rounded to the nearest cent, of (i) the number of shares of Company common stock subject to such Company RSU immediately prior to the effective time and (ii) the merger consideration. Each Company PSU outstanding immediately prior to the effective time will vest and be canceled and the holder thereof shall then be entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product, rounded to the nearest cent, of (i) the number of shares of Company common stock subject to such Company PSU immediately prior to the effective time (assuming the attainment of all applicable performance goals at the higher of (A) target level of performance and (B) actual level of performance measured as of the effective time) and (ii) the merger consideration. Each share of Company restricted stock outstanding immediately prior to the effective time will fully vest and the holder thereof shall then be entitled to receive, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product, rounded to the nearest cent, of (i) the number of shares of Company common stock subject to such Company restricted stock immediately prior to the effective time and (ii) the merger consideration. With respect to the interim equity awards, such interim equity awards will be granted entirely in the form of time-vesting Company RSUs or Company restricted stock, with such unvested portion of the interim equity awards to be converted into go forward awards at the effective time that vest on the same terms and conditions as applied to the interim equity awards.

The following table sets forth, as of January 3, 2025 (the latest practicable date to determine such amounts before the filing of this proxy statement), and assuming a deal price of $22.50, for the Company’s named executive officers (each, a “NEO” and, collectively, the “NEOs”), other executive officers as a group and directors, (i) the number of shares of Company restricted stock held by such NEO (other than the interim equity awards, which will not vest in connection with the merger) (ii) the number of Company PSUs (measured at target) held by such NEO (other than those Company PSUs scheduled to vest on or before December 31, 2024 due to the close of the applicable performance period), (iii) the number of Company RSUs held by such nonemployee director, and (iv) the number of shares of Company restricted stock granted prior to the date hereof as interim equity awards to such NEO (although such awards will not vest on a single-trigger basis in connection with the merger). See “— Quantification of Payments and Benefits” below for the value of the Company equity-based awards held by each of the Company’s executive officers.

Each of the Company’s executive officers is subject to a change in control agreement with the Company, which generally follows the same form and provides that, in the event of a change in control of the Company (as defined in the change in control agreement), the executive officer will have the right to remain employed, at not less than his or her respective rate of compensation in effect as of the date of the change in control, for at least four years thereafter. If an executive officer is terminated without “Cause” (as defined in the change in control agreement) or resigns for “Good Reason” (as defined in the change in control agreement) within four years after a change in control, the Company must pay the executive officer, in addition to all accrued compensation, (i) a multiple of 2x (3x with respect to Mr. Berger) of the sum of (a) the higher of (x) the executive officer’s base salary in effect at the time of termination and (y) the executive’s base salary at the highest rate in effect during the two years prior to the date of termination and (b) the amount of any additional compensation (including sums awarded under any incentive compensation plan) awarded to the executive officer in the year most recently ended; provided that, if the executive’s normal retirement date is less than three years (less than two years in the case of Mr. Berger) from the termination date, the multiplier for the salary and bonus severance payments will be adjusted accordingly to provide such payments through the retirement date, (ii) unpaid bonus, if any, for the year prior to the year in which the termination of employment occurs, (iii) health insurance premiums for the duration of the applicable COBRA continuation coverage period for both the executive officer and any dependents and (iv) the amount forfeited by the executive officer that would have vested under each qualified retirement plans if the executive officer’s employment had continued for the remaining term of the change in control agreement. In addition, the executive officer is entitled to reimbursement for outplacement services up to a maximum of $10,000 and receipt of the actuarial value of contributions that the Company would have made on his behalf for a three-year period (for a two-year period in the case of Mr. Berger) under the RIP or the CAP 401(k), as applicable; provided that, if the executive’s normal retirement date is less than three years (less than two years in the case of Mr. Berger) from the termination date, the multiplier for such payments will be adjusted accordingly to provide such payments through the retirement date. The change in control agreements also provided for enhanced benefits under the ABX Supplemental Executive Retirement Plan (the “SERP”) for participants;

however, the SERP has been frozen and the executives who participate are not eligible to receive any additional benefits under the SERP in connection with a change in control.

Michael Berger, Jeffrey Dominick, Quint Turner, Edward Koharik and Joseph Payne participate in the Company’s deferred compensation plan, which provides deferred compensation to a select group of management and highly compensated employees (except for any person so employed under the terms of a collective bargaining agreement) in an amount equal to the retirement contributions that cannot be made to the qualified plan in which the eligible employee participates due to IRS compensation limits. Under the terms of the deferred compensation plan, a participant in the plan will become fully vested in all amounts credited to his or her account upon a change in control of the Company (which includes the merger). However, as of the date hereof, all executive officers other than Jeffrey Dominick are fully vested in their aggregate account balances under the deferred compensation plan.

Under the terms of the merger agreement, the Company may continue to make employer contributions under the 401(k) plan in the ordinary course of business consistent with past practice. For the year in which the closing of the merger occurs, the Company may make a contribution to the 401(k) plan equal to the prorated portion of such year-end contribution that would have been made in the year in which the closing occurs.

The Company may establish a cash-based retention award program in the amounts and on the terms as determined by the Company. Bonuses under the retention award program shall be payable in part at the closing of the merger and in part over the two years following the merger, subject to continued employment through each applicable payment date; however, in the event of a termination by us without “cause” or the recipient for “good reason” (to the extent such recipient has an agreement or participates in a Company benefit plan that provides for severance benefits upon a resignation for “good reason”), then any outstanding and unpaid retention bonus award amount shall accelerate in full upon the effectiveness of the recipient’s execution of a release of claims.

The table below sets forth the amount of retention awards that each of the Company’s named executive officers may receive under the retention award program.

Prior to the effective time, Parent and/or its affiliates expect to enter into discussions with the Company’s directors or executive officers regarding rollover, reinvestment and/or future compensation arrangements. However, as of the date of this proxy statement, none of the Company’s directors or executive officers has entered into any such agreement, arrangement or understanding with Parent or any of its affiliates regarding rollover, reinvestment and/or employment, or providing for any compensation or benefits, following the effective time, and the merger is not conditioned upon any such agreement, arrangement or understanding being entered into.

The Company, in consultation with Parent, is permitted to take certain actions before the effective time to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each, as defined in Section 280G of the Code), including (i) accelerating the grant, vesting or payment in 2024 of any compensation or benefits that otherwise would have been granted, vested or paid in the first half of 2025 (including (a) 2024 annual bonuses, (b) any unvested Company equity-based awards that are scheduled to vest during the first half of 2025 or otherwise accelerate upon the effective time or (c) accrued vacation/paid time off amounts, (ii) entering into

non-competition agreements and obtaining third party valuations of restrictive covenants or (iii) entering into “best net” cutback agreements with disqualified individuals. The Company is not required to and does not plan to provide tax or other gross-ups to any disqualified individual related to Section 280G of the Code.

The Company has engaged a third-party consultant to advise on the impacts of Section 280G of the Code in connection with the merger. Consistent with the actions permitted under the merger agreement, the Company has taken the following actions to mitigate the effects of Section 280G of the Code: (i) accelerated the payment of a portion of the annual cash bonuses the disqualified individuals would have received in 2025 with respect to the 2024 performance period; (ii) accelerated the vesting of a portion of the Company PSUs for which the performance period would have completed on December 31, 2024 such that the settlement of such Company PSUs occurred prior to December 31, 2024; (iii) accelerated the vesting of any Company restricted stock that would have vested prior to the end of the first quarter of 2025 such that the settlement of such Company restricted stock occurred prior to December 31, 2024; and (iv) issued interim equity awards to certain disqualified individuals in the form of Company restricted stock (subject to such disqualified individual’s election under Section 83(b) of the Code), which will automatically convert to cash-based long-term awards consistent with the terms of the go forward awards described above. The Company may take such other actions it deems necessary or appropriate to further mitigate the effects of Section 280G of the Code in accordance with the merger agreement.

Pursuant to the terms of the merger agreement, members of the Board and officers of the Company will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification, please see the section of this proxy statement entitled “The Merger Agreement — Indemnification and Insurance” beginning on page 90.

In accordance with Item 402(t) of Regulation S-K, the table below sets forth for each of the Company’s named executive officers’ estimates of the amounts of compensation that are payable in connection with or otherwise relate to the merger. Company stockholders are being asked to approve, on a non-binding, advisory basis, such compensation. Because the vote to approve such compensation is advisory only, it will not be binding on any of the Company, the Board, Parent or the surviving corporation. Accordingly, if the merger agreement proposal is approved by the Company stockholders and the merger is consummated, the compensation will be payable regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the tables below and above under “— Interests of the Company’s Directors and Executive Officers in the Merger”.

The potential payments in the tables below are quantified in accordance with Item 402(t) of Regulation S-K. The estimated values are based on (i) an assumption that the merger is consummated on March 31, 2025, (ii) the per share merger consideration of $22.50, (iii) the named executive officers’ salary as in effect as of the date of this proxy statement, (iv) the number of unvested Company equity-based awards held by the named executive officers as of January 3, 2025, the latest practicable date to determine such amounts before the filing of this proxy statement (other than those Company PSUs scheduled to vest on or before December 31, 2024 due to the close of the applicable performance period), where (x) no additional grants or forfeitures of Company PSUs or Company restricted stock were made prior to December 31, 2024 (or, in the case of any interim equity awards, will not vest in connection with the merger on a single-trigger basis, and instead will be converted into go forward awards subject to the same terms and conditions as the applicable Company restricted stock or Company RSU granted prior to the closing date) and (y) Company PSUs vest at target and (v) an assumption that each named executive officer experiences a termination of employment immediately following the consummation of the merger under circumstances that entitle such named executive officer to receive severance (i.e., a termination without “Cause” or resignation for “Good Reason”). As such, the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before the consummation of the merger. As a result, the actual amounts, if any, to be received by a NEO may materially differ from the amounts set forth below. Mr. Richard F. Corrado, former Chief Executive Officer and previously a NEO, left the Company as of November 3, 2023 and will not receive any compensation or benefits in connection with the transactions.

The following discussion sets forth certain material U.S. federal income tax consequences of the merger to U.S. Holders and Non-U.S. Holders (as defined below) of Company common stock whose shares of Company common

stock are converted into the right to receive cash pursuant to the merger. This discussion does not address any tax consequences arising under the laws of any U.S. state or local or non-U.S. jurisdiction, or under any U.S. federal laws other than those pertaining to income tax. In addition, it does not address any alternative minimum tax consequences of the merger, the potential application of the Medicare contribution tax on net investment income or any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith). This discussion is based upon the Internal Revenue Code of 1986, as amended (referred to as the “Code”), the regulations promulgated under the Code and court and administrative rulings and decisions, all as in effect on the date of this Proxy Statement. These laws may change, possibly retroactively, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion.

This discussion addresses only consequences to those holders that hold their shares of Company common stock as a “capital asset” within the meaning of Section 1221 of the Code. Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances or that may be applicable to holders that are subject to special treatment under the U.S. federal income tax laws, such as:

The U.S. federal income tax consequences to a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes and that holds Company common stock generally will depend on the status of the partner and the activities of the partnership. Partners in such a partnership holding Company common stock should consult their own tax advisors.

We have not sought, and do not expect to seek, a ruling from the Internal Revenue Service (referred to as the “IRS”) as to any U.S. federal income tax consequence described herein, and no assurance can be given that the IRS will not take a position contrary to the discussion below, or that a court will not sustain any challenge by the IRS in the event of litigation. Furthermore, no opinion of counsel has been or will be rendered with respect to any tax considerations applicable to the merger, or any related transactions. If the tax consequences described below are successfully challenged, the tax consequences applicable to the merger may differ from the tax consequences described below.

Holders should consult with their own tax advisors as to the tax consequences of the merger in light of their particular circumstances, including the applicability and effect of the alternative minimum tax and any U.S. state or local, non-U.S. or other tax laws and of changes in those laws.

For purposes of this Proxy Statement, the term “U.S. Holder” means a beneficial owner of Company common stock that is:

For purposes of this Proxy Statement, a beneficial owner of Company common stock that is neither a U.S. Holder nor a partnership is referred to as a “Non-U.S. Holder.”

In general, a U.S. Holder receiving cash in exchange for Company common stock pursuant to the merger will recognize capital gain or loss for U.S. federal income tax purposes on the exchange in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in Company common stock surrendered in the exchange. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares of Company common stock.

Gain or loss generally will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in Company common stock is more than one year at the time of the completion of the merger. Long-term capital gains of certain non-corporate U.S. Holders, including individuals, are currently subject to U.S. federal income tax at preferential rates of taxation. The deductibility of capital losses is subject to certain limitations.

If a U.S. Holder acquired different blocks of Company common stock at different times or at different prices, any gain or loss and the holding period with respect to Company common stock exchanged must be determined separately with respect to each block of Company common stock that is exchanged.

The receipt of cash by a Non-U.S. Holder in exchange for shares of Company common stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

Gain described in the first bullet point immediately above will be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates in the same manner as if the Non-U.S. Holder were a U.S. Holder, subject to an applicable income tax treaty providing otherwise. If such Non-U.S. Holder is a foreign corporation, it may also be subject to a branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its “effectively connected earnings and profits” for the taxable year, subject to certain adjustments. Non-U.S. Holders described in the second bullet point immediately above will be subject to tax on any gain realized on the exchange at a rate of 30% (or such lower rate as may be specified by an

applicable income tax treaty), which may be offset by certain U.S.-source capital losses, if any, of the Non-U.S. Holder. With respect to the third bullet point immediately above, the Company believes that it is not and has not been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the five-year period preceding the merger.

Payments of cash to a holder in the merger may, under certain circumstances, be subject to information reporting and backup withholding (currently at a rate of 24%), unless the holder provides proof of an applicable exemption or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules (generally, by furnishing a properly completed and executed IRS Form W-9 or applicable IRS Form W-8 to the applicable withholding agent). Certain holders (such as corporations) are exempt from information reporting and backup withholding.

Non-U.S. Holders may be required to comply with certification requirements and identification procedures in order to establish an exemption from information reporting and backup withholding. Non-U.S. Holders should consult their own tax advisors regarding compliance with such requirements and procedures.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

This discussion of certain material U.S. federal income tax consequences is not tax advice. Holders of Company common stock are urged to consult their tax advisors with respect to the application of U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the U.S. federal estate or gift tax rules or under the laws of any U.S. state or local, non-U.S. or other taxing jurisdiction or under any applicable tax treaty.

The parties to the merger agreement intend to, and are obligated to, each of the parties to cooperate with the other parties and use their respective reasonable best efforts to, as promptly as reasonably practicable, (i) consummate the transactions contemplated by the merger agreement, (ii) obtain all approvals from any governmental authority or third party (including under any contracts) that are necessary, proper or advisable to consummate the transactions contemplated by the merger agreement, (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by the merger agreement and (iv) defend or contest in good faith any proceeding brought by any governmental authority or a third party or any outstanding order, determination, judgment, injunction, ruling, writ, award or decree (including a suspension or debarment) of any governmental authority that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated by the merger agreement, in each case, as described in the section of this proxy statement entitled “The Merger Agreement — Efforts”. The management of each of the Company and Parent currently believe that the necessary regulatory approvals can be obtained in the first half of 2025; however, there can be no assurances that such approvals will be obtained in accordance with this timing or at all.

Consummation of the merger is subject to the requirements of the HSR Act and the rules promulgated by the FTC, which prevent transactions such as the merger from being consummated until (i) certain information and materials are furnished to the DOJ and the FTC and (ii) the applicable waiting period is terminated early or expires. Both the Company and Parent filed their respective Notification and Report Forms with the FTC and the Antitrust Division of the DOJ on November 19, 2024. The waiting period applicable to the consummation of the merger under the HSR Act expired at 11:59 p.m., Eastern Time, on December 19, 2024.

At any time before or after consummation of the merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could

include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the merger will not be made or that, if a challenge is made, we will prevail.

Consummation of the merger is also subject to receipt of the receipt of certain additional regulatory consents, approvals or other clearances, including from the DOT and the FCC. The parties also made the required filings with the DOT and the FCC on November 27, 2024 and December 3, 2024, respectively.

There can be no assurance that the requisite approvals will be obtained on a timely basis or at all.

Consummation of the merger is also subject to receipt of a clearance decision by the United Kingdom pursuant to the National Security and Investment Act 2021. The parties submitted the required filing with the United Kingdom government on November 23, 2024.

The United Kingdom government could take such actions under the applicable regulatory laws as it deems necessary or desirable, including seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. We cannot be certain that a challenge to the merger will not be made or that, if a challenge is made, we will prevail.

In addition, the parties expect to submit a notification of the merger to the Defense Counterintelligence and Security Agency (“DCSA”) of the U.S. Department of Defense.

The Company and Parent also intend to make all required filings under the Exchange Act relating to the merger and obtain all other approvals and consents that may be necessary to give effect to the merger.

Prior to the effective time, Parent and the Company shall cooperate and, prior to the closing of the merger, the Company shall use its reasonable best efforts to cause Company common stock to be delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as promptly as practicable after the effective time, and, accordingly, Company common stock will no longer be publicly traded.

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete, may not contain all of the information about the merger agreement that is important to you, and is qualified in its entirety by the full merger agreement, as attached to this proxy statement as Annex A. We recommend that you read the merger agreement carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The merger agreement is included with this proxy statement only to provide you with information regarding the terms of the merger agreement and not to provide you with any other factual information regarding the Company, Parent, MergerCo or their respective subsidiaries, affiliates or businesses. The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:

You should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, MergerCo or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may have changed (and may continue to change) after the date of the merger agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. The Company will provide additional disclosure in its public reports of any material information necessary to provide the Company stockholders with a materially complete understanding of the disclosures relating to the merger agreement. See “Where You Can Find Additional Information” beginning on page 104 of this proxy statement.

The summary of the material terms of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this proxy statement.

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time, MergerCo, a wholly-owned subsidiary of Parent, will be merged with and into the Company, the separate corporate existence of MergerCo will thereupon cease, and the Company will be the surviving corporation in the merger.

Unless Parent and the Company agree otherwise, the closing will take place at 10:00 a.m. (New York City time) on the twelfth business day following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be

satisfied at the closing, but subject to the satisfaction or waiver of those conditions at the closing); provided that, unless an earlier date is elected by Parent in writing in its sole and absolute discretion, the closing will not occur prior to the earlier of (i) any business day during the marketing period (as described under the section entitled “— Financing” below) as may be specified by Parent on no less than three business days’ prior written notice to the Company and (ii) the third business day after the final day of the marketing period.

The merger will become effective at the time that the certificate of merger is filed with and accepted by the Secretary of State of the State of Delaware or, to the extent permitted by applicable law, at such later time as is agreed to by the parties prior to the filing of such certificate of merger and specified therein.

At the effective time of the merger, the certificate of incorporation of the Company, as in effect immediately prior to the completion of the merger, will be amended and restated to read in its entirety as set forth on Exhibit A to the merger agreement, and as so amended and restated will be the certificate of incorporation of the surviving corporation until thereafter amended in accordance with applicable law and the certificate of incorporation and bylaws of the surviving corporation (and subject to compliance with the requirements of the merger agreement described under the section entitled “— Conditions of the Merger” below). The bylaws of the surviving corporation will be amended and restated to read in their entirety as the bylaws of MergerCo in effect immediately prior to the effective time, and as so amended, will be the bylaws of the surviving corporation until thereafter amended in accordance with applicable law and the certificate of incorporation and bylaws of the surviving corporation; provided, however, that the name of the surviving corporation set forth therein will be automatically deemed to be changed to the name of the Company. The Company and Parent currently expect to consummate the merger in the first half of 2025, subject to receipt of the Company stockholder approval and the required regulatory approvals and the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the other conditions to the merger described under the section entitled “— Conditions of the Merger” below. For additional information, please see the section of this proxy statement entitled “The Merger — Regulatory Approvals in Connection with the Merger” beginning on page 67.

The directors of MergerCo immediately prior to the effective time will be the directors of the surviving corporation immediately following the effective time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the surviving corporation.

The officers of the Company immediately prior to the effective time will be the officers of the surviving corporation until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the surviving corporation.

The merger agreement provides that, at the effective time, each issued and outstanding share of Company common stock (other than excluded shares and appraisal shares) will be converted automatically into and will thereafter represent only the right to receive an amount in cash equal to $22.50 per share, without interest and less any applicable withholding taxes. As of the effective time, each holder of Company common stock will cease to have any rights with respect thereto, except the right to receive the merger consideration to be paid in consideration therefor in accordance with the merger agreement.

If, between the date of the merger agreement and the effective time, the number of outstanding shares of Company common stock or securities convertible or exchangeable into or exercisable for Company common stock will have been changed into a different number of shares or a different class by reason of the occurrence or record date of any stock split, reverse share split, dividend (including any dividend or other distribution of securities convertible into shares of Company common stock), reorganization, recapitalization, reclassification, subdivision, combination, exchange of shares or other like change, then the merger consideration and any other amounts payable pursuant to the merger agreement will be equitably adjusted as necessary to reflect, without duplication, such event.

All shares of Company common stock that are owned by the Company as treasury shares immediately prior to the effective time or held by Parent or MergerCo immediately prior to the effective time, including any “rollover” shares (collectively, the “excluded shares”), will be canceled and will cease to exist and no consideration will be delivered in exchange therefor.

Other than the interim equity awards, each equity-based award outstanding immediately prior to the effective time will be treated as follows:

With respect to the awards described above, the payments described above will be made, subject to any applicable withholding taxes, as promptly as reasonably practicable after the effective time but in no event later than the second regularly scheduled payroll date following the effective time, to the holders of the equity-based awards.

With respect to the interim equity awards, such interim equity awards will be granted entirely in the form of time-vesting Company RSUs or Company restricted stock, with such unvested portion of the interim equity awards to be converted into go forward awards at the effective time that vest on the same terms and conditions as applied to the interim equity awards.

At the effective time, each outstanding warrant for shares of Company common stock governed by the Amazon Warrants (as defined in the merger agreement) will automatically vest and, following the Company’s exercise of its mandatory exercise right, will be exercisable in accordance with the terms of the Amazon Warrants solely for the merger consideration that Company common stock issuable upon exercise of such warrants immediately prior to the merger would have been entitled to receive upon consummation of the merger.

Pursuant to the merger agreement, the Company has agreed, prior to the effective time, to take all actions required by the indenture governing the Company’s 3.875% Convertible Senior Notes due 2029 (the “2029 Convertible Notes” and such indenture, the “Convertible Notes Indenture”) as a result of the transactions or as otherwise required by the terms of the Convertible Notes Indenture, including to deliver any supplemental indentures, any notices, certificates, opinions, documents or instruments required to be delivered under such Convertible Notes Indenture in connection with such transactions. The Company must provide Parent and its counsel reasonable opportunity to review and comment on any such supplemental indenture, notice, certificate, opinion, document or instrument prior to the dispatch or making thereof.

Pursuant to the merger agreement, the Company and its subsidiaries have agreed, if requested by Parent, to redeem at Parent’s expense the Company’s 4.750% Senior Notes due 2028 (the “2028 Senior Notes” and, together with the 2029 Convertible Notes, the “Notes”) in full upon the terms set forth in and in compliance with the indenture governing the 2028 Senior Notes (the “Senior Notes Indenture” and, together with the Convertible Notes Indenture, the “Indentures”). The Company has agreed, and has agreed to cause its subsidiaries to, at the written request of Parent and solely to the extent permitted by the 2028 Senior Notes Indenture, use its and their reasonable best efforts to (i) issue one or more notices of optional redemption for all of the outstanding aggregate principal

amount of the 2028 Senior Notes, pursuant to the 2028 Senior Notes Indenture, in order to effect a redemption on the closing date; provided that such redemption notice will be subject to and conditioned upon the occurrence of the closing and in no event will (a) the pendency of the redemption of the 2028 Senior Notes have any effect on the timing of the closing or (b) the consummation of the redemption of the 2028 Senior Notes in any way be construed to be a condition to the consummation of the closing and (ii) provide any other cooperation reasonably requested by Parent that is necessary or reasonably required in connection with a redemption or prepayment of the 2028 Senior Notes and the satisfaction and discharge of the 2028 Senior Notes Indenture effective no earlier than the closing, including using reasonable best efforts to take such actions, including the issuance of all customary certificates, opinions and other documentation, as may be required under the terms of the 2028 Senior Notes to effect such redemption or prepayment and satisfaction and discharge effective as of the closing. Parent and its counsel must be given a reasonable opportunity to review and comment on all documents related to the redemption, prepayment and satisfaction and discharge of the 2028 Senior Notes, and the Company must give reasonable and good faith consideration to any comments made by Parent and its counsel.

Pursuant to the merger agreement, Parent or MergerCo will be permitted, at their option and expense, to commence and conduct, in accordance with any Indenture, one or more tender offers and/or consent solicitations (a “Debt Offer”) with respect to the outstanding Notes of the applicable series. Any such offer and acceptance of purchase of such Notes, if applicable, will be expressly conditioned on the consummation of the transactions (which condition will not be waivable by Parent and/or MergerCo). If Parent or MergerCo elect to commence a Debt Offer, Parent must provide Company and its counsel reasonable opportunity to review and comment on any such documentation, which comments the Parent will consider in good faith. Parent will reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company in connection with any Debt Offer and will indemnify and hold harmless the Company and its subsidiaries and its respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with their cooperation in the Debt Offer, redemption or repayment and the provision of any information used in connection therewith (other than information provided by or on behalf of the Company or its subsidiaries), in each case, other than to the extent any of the foregoing was suffered or incurred as a result of the bad faith, gross negligence or willful misconduct of, or material breach of the merger agreement by, the Company, its subsidiaries or their representatives.

Pursuant to the merger agreement, the Company will cooperate with Parent in connection with the termination and/or adjustment of the outstanding warrants entered into between the Company and each of Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Bank of America, N.A. and Bank of Montreal, on September 25, 2017, and September 26, 2017 (the “convertible notes warrants”). The Company will provide any relevant communications that it receives from the counterparties to the convertible notes warrants to Parent, and will provide Parent and its counsel with reasonable opportunity to review and comment on any proposed responses to such communications.

Prior to the closing date, Parent will designate a bank or trust company reasonably acceptable to the Company to act as the paying agent for the payment of the merger consideration in accordance with the terms of the merger agreement. At or prior to the effective time, Parent will deposit or cause to be deposited with the paying agent an amount in cash sufficient to pay the aggregate merger consideration to the holders of shares of Company common stock outstanding immediately prior to the effective time (other than the excluded shares and appraisal shares).

As promptly as practicable after the effective time (but in no event more than five business days thereafter), the surviving corporation will cause the paying agent to mail to each person who was, immediately prior to the effective time, a holder of shares of Company common stock represented by a share certificate or book-entry shares not held, directly or indirectly, through The Depository Trust Company (the “DTC”) (other than excluded shares and appraisal shares) (i) a letter of transmittal and (ii) instructions advising such Company stockholder how to surrender its Company common stock in exchange for the merger consideration for effecting the surrender of the share certificates or book-entry shares to the paying agent in exchange for payment of the merger consideration as provided in the merger agreement.

Upon delivery of a letter of transmittal (duly completed and validly executed in accordance with the instructions thereto) and either (i) surrender to the paying agent of share certificates (or affidavits of loss in lieu thereof as

provided in the merger agreement together with any bonds and such other customary documents as may reasonably be required by the paying agent) or (ii) transfer of book-entry shares not held through the DTC, by book receipt of an “agent’s message” in customary form by the paying agent in connection with the surrender of book-entry shares (or such other reasonable evidence, if any, of surrender with respect to such book-entry shares, as the paying agent may reasonably request), in each case, as contemplated in the merger agreement, the holder of such share certificate or book-entry shares will be entitled to receive in exchange therefor the merger consideration for each share of Company common stock formerly represented by such share certificate or book-entry share, and the share certificate so surrendered will forthwith be canceled.

With respect to book-entry shares held, directly or indirectly, through DTC, Parent and the Company will cooperate to establish procedures with the paying agent, DTC, DTC’s nominees and such other necessary third-party intermediaries to ensure that the paying agent will transmit to DTC or its nominees as promptly as practicable after the effective time, upon surrender of book-entry shares held of record by DTC or its nominees, the merger consideration to which the beneficial owners thereof are entitled to receive as a result of the merger.

No interest will be paid or accrued on any amount payable upon surrender of any Company common stock. HOLDERS OF SHARE CERTIFICATES OR BOOK-ENTRY SHARES NOT HELD, DIRECTLY OR INDIRECTLY, THROUGH DTC SHOULD NOT FORWARD THEIR STOCK CERTIFICATES TO THE PAYING AGENT WITHOUT A LETTER OF TRANSMITTAL AND SHOULD NOT RETURN THEIR STOCK CERTIFICATES WITH THE ENCLOSED PROXY CARD.

At the effective time, the transfer books of the Company will be closed and thereafter there will be no further registration of transfers on the transfer books of the surviving corporation of the shares of Company common stock that were outstanding immediately prior to the effective time. From and after the effective time, the holders of the shares of Company common stock outstanding immediately prior to the effective time will cease to have any rights with respect to such shares other than the right to receive the merger consideration upon surrender of share certificates or book-entry shares in accordance with the merger agreement. If, at any time after the effective time, share certificates or book-entry shares are presented to the surviving corporation, for any reason, they will be canceled and exchanged as provided in the merger agreement.

A holder of a share certificate that has been lost, stolen or destroyed will have to make an affidavit of that fact and, if required by Parent, post a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it or the surviving corporation with respect to such share certificate, upon which the paying agent will pay, in exchange for such lost, stolen or destroyed share certificate, the applicable merger consideration to be paid in respect of the share of Company common stock formerly represented by such share certificate as contemplated in the merger agreement.

At any time following the first anniversary of the closing date, Parent will be entitled to require the paying agent to deliver to the surviving corporation any portion of the exchange fund (including any interest received with respect thereto) which has not been disbursed to holders of shares of Company common stock represented by share certificates or book-entry shares as of immediately prior to the effective time, and thereafter such holders will be entitled to look only to the surviving corporation for, and the surviving corporation will remain liable for, payment of their claims for the merger consideration. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any governmental authority will become, to the extent permitted by applicable law, the property of the surviving corporation or its designee, free and clear of all claims or interest of any person previously entitled thereto.

Notwithstanding any provision of the merger agreement to the contrary, none of the Company, Parent or MergerCo, the surviving corporation or the paying agent will be liable to any person for merger consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar law. If any share certificate or book-entry share will not have been surrendered prior to such date on which any merger

consideration would otherwise escheat to or become the property of any governmental authority, any such merger consideration will, to the extent permitted by applicable law, become the property of the surviving corporation, free and clear of all claims or interest of any person previously entitled thereto.

Shares of Company common stock that are outstanding immediately prior to the effective time and that are held by any person or beneficially owned by a “beneficial owner” (as defined, for purposes of the merger agreement, in Section 262(a) of the DGCL) who has not voted in favor or consented in writing to the adoption of the merger agreement with respect to such shares and who is entitled to demand, and properly demands and perfects, appraisal of such shares pursuant to, and who complies in all respects with, Section 262 will not be converted into the right to receive the merger consideration as provided in the merger agreement, but instead will be canceled and will represent the right to receive payment of the appraised value of such shares as provided under Section 262 of the DGCL provided, however, that if any such person will fail to perfect or otherwise waives, forfeits, withdraws or loses the right to appraisal under Section 262 of the DGCL, then the right of such person to receive payment under Section 262 of the DGCL will cease and such shares will be deemed to have been converted as of the effective time into, and will represent only the right to receive, the merger consideration, without interest thereon. For additional information, please see “The Merger — Appraisal Rights”. Prior to the effective time, the Company will not, without the prior written consent of Parent, make any payment or deliver any consideration with respect to any demands for appraisal or notices of dissent, offer to settle or settle, or compromise any rights of the Company with respect to any such demands or notices, waive any failure to timely deliver a demand for appraisal pursuant to, or otherwise comply with, Section 262 of the DGCL, or agree to do any of the foregoing.

The merger agreement contains representations and warranties that the Company, on the one hand, and Parent and MergerCo, on the other hand, have made to one another, which are qualified in many cases by knowledge, materiality or Material Adverse Effect standards and with respect to the disclosures made by the Company, by (i) certain exceptions and qualifications set forth in the merger agreement, (ii) confidential disclosures made by the Company to Parent and MergerCo and (iii) certain documents filed with, or furnished to, the SEC by the Company, prior to the date of the merger agreement.

The representations and warranties in the merger agreement do not survive the closing or termination of the merger agreement.

For purposes of the merger agreement and this proxy statement, a “Material Adverse Effect” with respect to the Company and its subsidiaries means any effect, change, event, circumstance, development, condition or occurrence that, individually or in the aggregate, has, or would be reasonably expected to have, a material adverse effect on (i) the business, assets, liabilities, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole or (ii) the ability of the Company to consummate the merger prior to the outside date; provided, however, that solely with respect to the foregoing clause (i) “material adverse effect” will not include any event to the extent arising out of, or resulting from, the following: (A) generally affecting (1) the industry in which the Company and its subsidiaries operate or (2) the economy, credit or financial or capital markets generally, in the U.S. or elsewhere in the world, including changes in interest or exchange rates, monetary policy or inflation or (B) (1) changes or prospective changes in law or in GAAP, or any changes in the interpretation or enforcement of any of the foregoing, or any changes in general legal, regulatory, political or social conditions, in each case, after the date of the merger agreement, (2) the negotiation, execution, announcement or performance of the merger agreement or the consummation of the transactions contemplated by the merger agreement (other than for purposes of any representation or warranty contained in Section 3.04(d) and Section 3.05 of the merger agreement or that otherwise relates to the effect of the transactions contemplated by the merger agreement (or Section 6.02(a) of the merger agreement as it relates to Section 3.04(d) and Section 3.05 of the merger agreement) or any such other representation or warranty), including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators to the extent relating to the identity of Parent or MergerCo, or any proceeding brought by Company stockholders or any other person against the Company, any of its subsidiaries or any of its or their respective directors or officers or its or its subsidiaries’ representatives arising out of or relating to the merger agreement or the transactions contemplated by the merger agreement (other than any such matters brought by Parent or any of its affiliates), (3) acts of war (whether or not declared), military activity, sabotage, civil disobedience or terrorism, or any escalation or worsening of any such acts of war (whether or not declared), military