- Air Transport Services Group, Inc. (ATSG, Financial) has issued a notice regarding the conversion and repurchase of its 3.875% convertible senior notes due 2029 following its acquisition by Stonepeak.
- Noteholders have until May 8, 2025, to decide between repurchasing at $1,009.04 per $1,000 principal or converting at an enhanced rate of 44.5124 shares per $1,000.
- The acquisition by Stonepeak triggered a Fundamental Change and Make-Whole Fundamental Change under the terms of the Indenture.
Air Transport Services Group, Inc. (ATSG) has formally notified holders of its 3.875% convertible senior notes due 2029 about options resulting from a significant transaction. With Stonepeak completing its acquisition of ATSG on April 11, 2025, a "Fundamental Change" and "Make-Whole Fundamental Change" were triggered. Noteholders are now urged to take action by May 8, 2025.
Noteholders have two primary options: first, exercise the Fundamental Change Repurchase Right. This option allows ATSG to buy back the notes at $1,009.04 per $1,000 principal amount, a figure that includes accrued interest. This repurchase option is slightly more financially advantageous than the make-whole conversion due to the $7.51 difference per $1,000 principal.
Alternatively, noteholders can convert their notes during the Make-Whole Fundamental Change Conversion Period. The conversion rate offers 44.5124 shares per $1,000 principal, resulting in a conversion value of $1,001.53 per $1,000 based on the $22.50 per share merger price. This option incorporates a base conversion rate of 31.2864 shares plus an additional 13.2260 shares offered during the conversion period.
Both options are standard protective measures for convertible debt when companies experience a change in ownership, ensuring equitable treatment of noteholders. These details are procedural following the full acquisition of ATSG by Stonepeak and do not introduce new business information.
