Atlas Air Worldwide Shareholders Approve Proposed Acquisition by Investor Group Led by Apollo, Together with J.F. Lehman & Company and Hill City Capital

Transaction Expected to Close in the First Quarter of 2023

Purchase, N.Y., November 29, 2022 – Atlas Air Worldwide (Nasdaq: AAWW) (“Atlas” or the “Company”), a leading global provider of outsourced aircraft and aviation operating services, today announced that its shareholders voted to approve the Company’s pending acquisition by an investor group led by funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”, NYSE: APO), together with investment affiliates of J.F. Lehman & Company (“J.F. Lehman”) and Hill City Capital (“Hill City”) at its special meeting of shareholders held earlier today.

“We are pleased to receive overwhelming support from Atlas Air Worldwide shareholders, who recognize this transaction provides compelling value to them while giving us the opportunity to execute our strategic plan,” said John Dietrich, President and Chief Executive Officer of Atlas Air Worldwide. “This is another step forward to completing the transaction as we advance our leadership in airfreight and deliver high-quality services to our customers around the world.”

As announced previously, the transaction was unanimously approved by the Atlas Board of Directors, which recommended that Atlas shareholders approve the transaction. Approximately 99.3% of the votes cast were voted in favor of the adoption of the merger agreement, which represented approximately 80.9% of the outstanding shares of Company common stock. The final voting results will be set forth in a Form 8-K filed by Atlas with the U.S. Securities and Exchange Commission.

The Company expects to complete the transaction in the first quarter of 2023, subject to customary closing conditions and receipt of regulatory approvals. Upon closing, Atlas Air Worldwide will become a privately held company and shares of Atlas Air Worldwide common stock will no longer be listed on the Nasdaq stock exchange.

About Atlas Air Worldwide

Atlas Air Worldwide is a leading global provider of outsourced aircraft and aviation operating services. It is the parent company of Atlas Air, Inc. and Titan Aviation Holdings, Inc., and is the majority shareholder of Polar Air Cargo Worldwide, Inc. Our companies operate the world’s largest fleet of 747 freighter aircraft and provide customers the broadest array of Boeing 747, 777, 767 and 737 aircraft for domestic, regional and international cargo and passenger operations.

About Apollo

Apollo is a global, high-growth alternative asset manager. In the asset management business, Apollo seeks to provide its clients excess return at every point along the risk-reward spectrum from investment grade to private equity with a focus on three business strategies: yield, hybrid, and equity. For more than three decades, Apollo’s investing expertise across its fully integrated platform has served the financial return needs of its clients and provided businesses with innovative capital solutions for growth. Through Athene, Apollo’s retirement services business, it specializes in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. Apollo’s patient, creative, and knowledgeable approach to investing aligns its clients, businesses it invests in, its team members, and the communities it impacts, to expand opportunity and achieve positive outcomes. As of September 30, 2022, Apollo had approximately $523 billion of assets under management. To learn more, please visit www.apollo.com.

About J.F. Lehman & Company

J.F. Lehman & Company is a private equity investment firm focused on the aerospace, defense, maritime and environmental sectors. This investment strategy reflects the firm’s deep experience in and commitment to these sectors since the firm’s founding three decades ago. Headquartered in New York, NY, the firm currently has approximately $3 billion of assets under management. To learn more, please visit www.jflpartners.com.

About Hill City Capital

Hill City Capital is an investment firm led by Chief Investment Officer Chip Frazier. With investment research focused primarily in Industrial, Aerospace and Transportation, Hill City’s investment strategy is characterized by a long-duration investment horizon, a rigorous fundamental investment process and active engagement with management. Hill City Capital was founded in 2019, with its principal place of business is Boston, MA.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, related to AAWW, Parent and the acquisition of AAWW by Parent that are subject to risks, uncertainties and other factors. AAWW intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Those statements are based on management’s beliefs, plans, expectations and assumptions, and on information currently available to management. Generally, the words “will,” “may,” “should,” “could,” “would,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “believe,” “seek,” “project,” “estimate,” and similar expressions used in this communication that do not relate to historical facts are intended to identify forward-looking statements.

Such forward-looking statements speak only as of the date of this communication. They are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the operations and business environments of AAWW and its subsidiaries that may cause the actual results of AAWW or its subsidiaries to be materially different from any future results, express or implied, in such forward-looking statements.

Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the risk that the proposed Merger may not be completed in a timely manner or at all; the possibility that any or all of the various conditions to the consummation of the proposed Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); the possibility that competing offers or acquisition proposals for AAWW will be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require AAWW to pay a termination fee; the effect of the announcement, pendency of the proposed Merger on AAWW’s ability to attract, motivate or retain key executives, pilots and associates, its ability to maintain relationships with its customers, including Amazon.com, Inc., vendors, service providers and others with whom it does business, or its operating results and business generally; risks related to the proposed Merger diverting management’s attention from AAWW’s ongoing business operations; the risk of shareholder litigation in connection with the proposed Merger, including resulting expense or delay; and (i) any other risks discussed in AAWW’s annual report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”) and AAWW’s subsequent quarterly reports on Form 10-Q (the “Quarterly Reports”) filed by AAWW with the SEC, and, in particular, the risk factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report and the Quarterly Reports and (ii) other risk factors identified from time to time in other filings with the SEC. Filings with the SEC are available on the SEC’s website at http://www.sec.gov. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Other factors and assumptions not identified above may also affect the forward-looking statements, and these other factors and assumptions may also cause actual results to differ materially from those discussed.

AAWW assumes no obligation to update such statements contained in this communication to reflect actual results, changes in assumptions or changes in other factors affecting such estimates other than as required by law and expressly disclaims any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

Contacts

Atlas Air Worldwide

Eric Camadeco

Director, Investor Relations

InvestorRelations@atlasair.com

 

Dan Scorpio

Abernathy MacGregor for Atlas Air Worldwide

(646) 899-8118

dps@abmac.com

 

Apollo on behalf of the investor group

 

Joanna Rose

Global Head of Corporate Communications

Apollo Global Management, Inc.

(212) 822-0491

Communications@apollo.com

 

For investor inquiries regarding Apollo, please contact:

Noah Gunn

Global Head of Investor Relations

Apollo Global Management, Inc.

(212) 822-0540

IR@apollo.com

 

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First Aircraft for MSC’s New Air Cargo Solution

Purchase, N.Y., November 28, 2022 – Atlas Air, Inc., a subsidiary of Atlas Air Worldwide Holdings, Inc. (Nasdaq: AAWW), today announced it has taken delivery of a Boeing 777-200 Freighter, which it will operate on behalf of its customer MSC Mediterranean Shipping Company SA, as part of a previously announced long-term ACMI (aircraft, crew, maintenance, insurance) agreement.

Representatives from Boeing, Atlas, and MSC participated in the ribbon cutting ceremony.

The 777-200 Freighter will complement MSC’s world-class container shipping solutions and expand service to key trade lanes for various industries, including those which traditionally have significant air cargo transportation needs. This aircraft is the first of four new Boeing 777 Freighters that Atlas will operate for MSC.

With an established history of twin-engine efficiency, reduced fuel consumption, and lower maintenance and operating costs, MSC enters the air cargo industry with the longest-range twin-engine freighter in the world, capable of flying 4,880 nautical miles (9,038 kilometers). The 777-200F also meets quota count standards for maximum accessibility to noise‑sensitive airports around the globe.

The first of four B777-200Fs for MSC takes to the skies.

“We are looking forward to this partnership with MSC, the world’s largest shipping company, as they enter into air cargo,” said John Dietrich, President and Chief Executive Officer, Atlas Air Worldwide. “We are pleased that all four of our newly acquired 777-200Fs are placed on a long-term basis with MSC, providing them with dedicated capacity to support their growth and expansion.”

 “We are delighted to see the first of our MSC-branded aircraft take to the skies and we are looking forward to start serving the market with our new Air Cargo solution,” said Jannie Davel, Senior Vice President Air Cargo at MSC. “We believe that MSC Air Cargo is developing from a solid foundation thanks to the reliable ongoing support of our operating partner Atlas.”

About MSC:

Media Contact

Giles Broom

media@msc.com

MSC Mediterranean Shipping Company, headquartered in Geneva, Switzerland, is a global leader in transportation and logistics, privately owned and founded in 1970 by Gianluigi Aponte. As one of the world’s leading container shipping lines, MSC has 675 offices across 155 countries worldwide with the MSC Group employing over 150,000 people. With access to an integrated network of road, rail and sea transport resources which stretches across the globe, the company prides itself on delivering global service with local knowledge. MSC’s shipping line sails on more than 260 trade routes, calling at 520 ports.

For more information visit www.msc.com

About Atlas Air Worldwide:

Atlas Air Worldwide is a leading global provider of outsourced aircraft and aviation operating services. It is the parent company of Atlas Air, Inc., and Titan Aviation Holdings, Inc., and is the majority shareholder of Polar Air Cargo Worldwide, Inc. Our companies operate the world’s largest fleet of 747 freighter aircraft and provide customers the broadest array of Boeing 747, 777, 767 and 737 aircraft for domestic, regional and international cargo and passenger operations.

Atlas Air Worldwide’s press releases, SEC filings and other information may be accessed through the company’s home page, www.atlasairworldwide.com.

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Aircraft is First of Two 747-8Fs Placed Under Long-Term Agreement with Kuehne+Nagel

The first of two 747-8Fs that Atlas Air will operate for Kuehne+Nagel

Purchase, N.Y., November 23, 2022 – Atlas Air, Inc., a subsidiary of Atlas Air Worldwide Holdings, Inc. (Nasdaq: AAWW) today announced it has taken delivery of a Boeing 747-8 Freighter. This aircraft is the third of four new Boeing 747-8 Freighters Atlas Air ordered in January 2021 and is the first of two 747-8Fs Atlas Air will operate for its customer Kuehne+Nagel under a long-term agreement.

“This 747-8F delivery underscores the importance of our long-term strategic partnership with Kuehne+Nagel and our commitment to support their continued growth and expansion,” said John Dietrich, President and Chief Executive Officer, Atlas Air Worldwide. “We are pleased to provide their first dedicated aircraft which will proudly fly in a custom Kuehne+Nagel livery. The two 747-8Fs we will operate for Kuehne+Nagel will add more capacity and versatility for their network.”

Left to right: Brad McMullen, Senior Vice President of Sales Boeing – Kim Smith, Vice President and General Manager of the Boeing 747/767 Program – John Dietrich, President & CEO, Atlas Air Worldwide – Michael Steen, Executive Vice President & Chief Commercial Officer, Atlas Air Worldwide – Yngve Ruud, Executive Vice President Air Logistics at Kuehne+Nagel – Omar Molina, Director of Global Transportation, Google Devices and Services.

Yngve Ruud, Member of the Management Board of Kuehne+Nagel, responsible for Air Logistics, said: “It is a very special moment for us to see Kuehne+Nagel 747-8F ‘Inspire.’ taking off. Together with the very last 747-8F that we named ‘Empower.’, these aircraft will support our customers with reliable and flexible solutions globally, continuing the legacy of the most incredible aviation programs in history. We are delighted to celebrate this with our partners Atlas Air and Boeing and looking forward to seeing our aircraft connecting the world.”

Atlas’ investment in these new aircraft underscores our ongoing commitment to environmental stewardship through the reduction of noise, aircraft emissions and resource consumption. With its advanced design and engines, the 747-8F offers a 16% improvement in fuel use and CO2 emissions per tonne and a 30% smaller noise footprint compared to the previous generation of aircraft.

The 747-8F offers unique nose-loading capabilities.

“With Atlas Air taking delivery of the final 747s for its customer Kuehne+Nagel, this iconic Boeing airplane will continue to move cargo around the world for decades to come,” said Kim Smith, Vice President and General Manager of the Boeing 747/767 Program. “As we say goodbye to the ‘Queen of the Skies’, we’re proud of her legacy as an airplane that propelled aviation innovation and later laid the foundation of our family of freighters.

 

 

About Atlas Air Worldwide:

Atlas Air Worldwide is a leading global provider of outsourced aircraft and aviation operating services. It is the parent company of Atlas Air, Inc., and Titan Aviation Holdings, Inc., and is the majority shareholder of Polar Air Cargo Worldwide, Inc. Our companies operate the world’s largest fleet of 747 freighter aircraft and provide customers the broadest array of Boeing 747, 777, 767 and 737 aircraft for domestic, regional and international cargo and passenger operations.

Atlas Air Worldwide’s press releases, SEC filings and other information may be accessed through the company’s home page, www.atlasairworldwide.com.

 About Kuehne+Nagel:

With more than 79,000 employees at over 1,300 sites in over 100 countries, the Kuehne+Nagel Group is one of the world’s leading logistics providers. It operates in sea logistics, air logistics, road logistics and contract logistics, with a clear focus on integrated logistics solutions.

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Purchase, N.Y., November 7, 2022 – Atlas Air Worldwide Holdings, Inc. (Nasdaq: AAWW) today announced that the United States Air Force (USAF) has extended its agreement with Atlas Air to train pilots and flight engineers for Air Force One.

Under the five-year extension of the agreement, which Atlas Air has held since 2007, crews for the Air Force’s VC-25, a modified version of the Boeing 747-200, will receive ground and flight-simulator training at Atlas Air’s world-class training center in Miami, Florida“Air Force One,” the designated call sign of the aircraft when the President is on board, consists of two specially configured Boeing 747-200B aircraft.

“It is an honor to continue to provide this critical training to the pilots and crews of Air Force One and the Presidential Airlift Group,” said John Dietrich, President and Chief Executive Officer, Atlas Air Worldwide. “Atlas Air’s partnership with the USAF is a source of tremendous pride for all of us. We are privileged to be entrusted to meet the high standards for safety, professionalism, efficiency and security that this contract demands.”

The past four U.S. presidents have been flown to locations throughout the world by Atlas-trained pilots and flight engineers who received their 747 certification from Atlas Air.

About Atlas Air Worldwide:

Atlas Air Worldwide is a leading global provider of outsourced aircraft and aviation operating services. It is the parent company of Atlas Air, Inc., and Titan Aviation Holdings, Inc., and is the majority shareholder of Polar Air Cargo Worldwide, Inc. Our companies operate the world’s largest fleet of 747 freighter aircraft and provide customers the broadest array of Boeing 747, 777, 767 and 737 aircraft for domestic, regional and international cargo and passenger operations.

Atlas Air Worldwide’s press releases, SEC filings and other information may be accessed through the company’s home page, www.atlasairworldwide.com.

Contacts:

Investors – InvestorRelations@atlasair.com
Media –  CorpCommunications@atlasair.com

PURCHASE, N.Y., October 21, 2022 – Atlas Air Worldwide Holdings, Inc. (Nasdaq: AAWW) will release results for the third quarter that ended September 30, 2022, prior to the opening of stock market trading on Thursday, November 3.

As previously announced on August 4, 2022, Atlas Air Worldwide has entered into a definitive agreement to be acquired by an investor group led by funds managed by affiliates of Apollo Global Management, Inc., together with investment affiliates of J.F. Lehman & Company, LLC and Hill City Capital LP. In light of this pending acquisition, Atlas Air Worldwide will not hold an earnings conference call.

About Atlas Air Worldwide:

Atlas Air Worldwide is a leading global provider of outsourced aircraft and aviation operating services. It is the parent company of Atlas Air, Inc. and Titan Aviation Holdings, Inc., and is the majority shareholder of Polar Air Cargo Worldwide, Inc. Our companies operate the world’s largest fleet of 747 freighter aircraft and provide customers the broadest array of Boeing 747, 777, 767 and 737 aircraft for domestic, regional and international cargo and passenger operations.

Atlas Air Worldwide’s press releases, SEC filings and other information may be accessed through the company’s home page, www.atlasairworldwide.com.

Contacts:

Investors – InvestorRelations@atlasair.com
Media –  CorpCommunications@atlasair.com

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