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Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-218033
Supplementing the Preliminary
Prospectus Supplement dated May 16, 2017
(To Prospectus dated May 16, 2017)
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Atlas Air Worldwide Offering of Convertible Senior Notes
PURCHASE, N.Y., May 16, 2017
Atlas Air Worldwide Holdings, Inc. (NASDAQ: AAWW) today announced plans to offer up to $250
million aggregate principal amount of its convertible senior notes due 2024 in an underwritten public offering. In addition, Atlas Air Worldwide expects to grant the underwriters an option to purchase, within a 13-day period beginning on and
including the date the notes are first issued, up to an additional $37.5 million aggregate principal amount of notes from the company, solely to cover over-allotments. The offering is subject to market and other conditions.
Atlas Air Worldwide currently intends to use the net proceeds of the offering to repay higher-cost revolving credit facility borrowings;
enhance business and financial flexibility; support long-term growth; fund the cost of convertible note hedge transactions (after such cost is partially offset by proceeds to the company from the sale of warrants); and for general corporate
purposes.
The notes will be senior unsecured obligations of Atlas Air Worldwide and will be convertible, under certain circumstances,
into cash, shares of the companys common stock, or a combination of both cash and shares of the companys common stock at the companys election. The notes will mature on June 1, 2024, unless repurchased or converted in
accordance with their terms prior to such date. Atlas Air Worldwide will not have the right to redeem the notes prior to maturity. The interest rate and terms of the notes, including the conversion rate of the notes, will be determined by
negotiations among the company and the underwriters.
In connection with the offering, Atlas Air Worldwide intends to enter into one or
more privately negotiated convertible note hedge transactions as well as separate privately negotiated warrant transactions with certain financial institutions, collectively referred to as the option counterparties.
The convertible note hedge transactions are intended to reduce the potential dilution to the
companys common stock upon conversion of the notes and/or offset potential cash payments the company may be required to make in excess of the principal amount of converted notes. However, the warrant transactions could separately have a
dilutive effect on the companys earnings per share to the extent that the market value per share of the companys common stock exceeds the strike price of the warrants under the terms of warrant transactions.
Accordingly, when the convertible note hedge transactions and the warrant transactions are taken together, the extent to which the convertible
note hedge transactions reduce the potential dilution to the companys common stock (or the cash payments in excess of the principal amount of the notes) upon conversion of the notes is effectively capped by the warrant transactions at the
strike price of the warrants.
If the underwriters exercise their over-allotment option, the company expects to enter into additional
convertible note hedge and warrant transactions with the option counterparties.
In connection with establishing their initial hedge of
the convertible note hedge and warrant transactions, the option counterparties or their respective affiliates expect to enter into various hedging transactions, including (without limitation) derivative transactions, with respect to the
companys common stock concurrently with or shortly after the pricing of the notes. This activity could impact the market price of the companys common stock or the notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various
hedging transactions, including (without limitation) derivatives, with respect to the companys common stock and/or purchasing or selling the companys common stock or other securities of the company in secondary market transactions
following the pricing of the notes and prior to the maturity of the notes. This activity could also cause or avoid an increase or a decrease in the market price of the companys common stock or the notes, which could affect the ability of
noteholders to convert their notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, could affect the amount and value of the consideration that noteholders will receive upon conversion of
their notes.
If the underwriters exercise their over-allotment option, Atlas Air Worldwide expects to sell additional warrants and use a
portion of the net proceeds from the sale of the additional notes, together with the proceeds from the additional warrants, to enter into additional convertible note hedge transactions and for general corporate purposes.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of or any
solicitation of an offer to buy, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The company has filed a registration statement (including a prospectus) with the Securities and
Exchange Commission (SEC) for the offering to which this communication relates. A preliminary prospectus supplement describing the terms of the offering will be filed with the SEC and will form a part of the registration statement. Before you
invest, you should read the prospectus and the preliminary prospectus supplement related to that registration statement and other documents that the company has filed with the SEC for more complete information about the company and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov
. Alternatively, copies may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick
Street, Second Floor, New York, NY 10014, by calling (866) 718-1649, or by emailing
prospectus@morganstanley.com
; from BNP
Paribas Securities Corp., Attention: Equity Syndicate Desk, 787 Seventh Avenue, New York, NY 10019, by calling (888) 860-5378, or by emailing
dl.nyk_elo@us.bnpparibas.com
; or from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, by calling 800-831-9146.
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., Southern Air Holdings, Inc. and Titan Aviation Holdings, Inc., and is the majority shareholder of Polar Air Cargo Worldwide, Inc. Our companies operate the worlds largest fleet of 747 freighter aircraft and provide customers a broad
array of Boeing 747, 777, 767, 757 and 737 aircraft for domestic, regional and international applications.
Forward-Looking
Statements
This press release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding our planned offer and sale of notes and the use of the net proceeds from any such sale. We cannot be sure that we will complete the offering or, if we do, on what terms we will complete the offering.
Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties, including those discussed under the caption Risk Factors in the prospectus and prospectus supplement. In
addition, management retains broad discretion with respect to the allocation of the net proceeds of this offering. The forward-looking statements speak only as of the date of this release, and Atlas Air Worldwide Holdings, Inc. is under no
obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
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