We are advising Air Transport Services Group on its going-private transaction

Davis Polk is advising Air Transport Services Group, Inc. on its acquisition by Stonepeak in an all-cash transaction with an enterprise valuation of approximately $3.1 billion. Upon completion of the transaction, ATSG’s shares will no longer trade on Nasdaq, and ATSG will become a private company. The transaction is expected to close in the first half of 2025, subject to customary closing conditions, including approval of ATSG’s shareholders and receipt of regulatory approvals.

ATSG is a premier provider of aircraft leasing and cargo and passenger air transportation solutions for both domestic and international air carriers, as well as companies seeking outsourced airlift services. ATSG is a global leader in freighter aircraft leasing with a fleet that includes Boeing 767, Airbus A321 and Airbus A330 converted freighters. ATSG’s unique Lease+Plus aircraft leasing opportunity draws upon a diverse portfolio of subsidiaries including three airlines holding separate and distinct U.S. FAA Part 121 Air Carrier certificates to provide air cargo lift, and passenger ACMI and charter services.

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, with a focus on downside protection and strong risk-adjusted returns. Stonepeak, as sponsor of private equity and credit investment vehicles, provides capital, operational support and committed partnership to grow investments in its target sectors, which include communications, energy and energy transition, transport and logistics, and real estate.

The Davis Polk corporate team includes partners William H. Aaronson and Evan Rosen and associates F. Adam Abulawi and Cameron K. Hood. Partner Veronica M. Wissel and associate Justin Alexander Kasprisin are providing executive compensation. Partner Patrick E. Sigmon is providing tax advice. Partner Jack Orford is providing sponsor finance advice. Partner Stephen A. Byeff is providing capital markets advice. Counsel Matthew Yeowart is providing antitrust and competition advice. Members of the Davis Polk team are based in the New York and London offices.

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