News / Law firm urges shareholders to join probe into ATSG sale to Stonepeak

© Andrei Dodonov |

ATSG shareholders are being encouraged to join an investigation into whether the proposed sale of the group to investor Stonepeak is fair. 

On the announcement of the deal yesterday, which would see shareholders receive $22.50 per share – a premium of about 29.3% on Friday’s closing share price, and a 45.5% premium on the volume-weighted average price – investor rights law firm Halper Sadeh urged shareholders to join it to investigate the sale plans. 

The law firm stated: “The investigation concerns whether Air Transport and its board of directors violated the federal securities laws and/or breached their fiduciary duties to shareholders by failing to, among other things: (1) obtain the best possible consideration for Air Transport shareholders; (2) determine whether Stonepeak is underpaying for Air Transport; and (3) disclose all material information necessary for Air Transport shareholders to adequately assess and value the merger consideration.” 

It added that it “may seek increased consideration for shareholders, additional disclosures and information concerning the proposed transaction, or other relief and benefits”. 

Halper Sadeh specialises in shareholder claims and has a long list of M&A deals it is investigating. Atlas Air faced similar legal action after announcing its decision to reverse its listing and be acquired by Apollo; one source said it was relatively standard practice. 

The transaction is expected to close in the first half of next year – but it is not done and dusted yet.

The agreement includes a 35-day “go-shop” period, during which ATSG may solicit proposals from other parties and, in some cases, could do so for 50 days. ATSG may also respond to unsolicited proposals and has the right to terminate the agreement with Stonepeak if a better offer comes along. 

Stonepeak, which labels itself an alternative investment firm, has a transport and logistics division that includes TRAC Intermodal, the largest marine chassis provider in the US with 185,000 chassis and more than 6,000 transport customers. It also has an investment in cold chain storage provider Lineage. 

Stonepeak says it is “founded on investing in essential infrastructure that delivers enduring social utility”, and seems most interested in the ecommerce part of ATSG’s services. 

On the announcement of the deal, Stonepeak’s head of transportation and logistics, James Wyper, said: “ATSG plays a fundamental role in enabling the growth of ecommerce globally in a world that continues to shift away from brick-and-mortar shopping, 

“ATSG’s deep relationships with some of the world’s largest ecommerce companies and integrators, combined with the scale and capacity of their fleet and relentless focus on safety and on-time performance, gives us confidence in the company’s trajectory as a sector leader.” 

ATSG itself, however, focused on its leasing business. CEO Mike Berger said: “This transaction reflects the tremendous value of our fleet of in-demand midsize freighter and passenger aircraft, and the strength of our talented teams across ATSG’s businesses.  

“In Stonepeak, we have found a partner that recognises the power of our Lease+Plus strategy to provide comprehensive aircraft leasing and operating solutions to our customers. With Stonepeak’s investment and extensive expertise in transportation and logistics and asset leasing, ATSG will be well positioned to further expand its global presence in the air cargo leasing market and enhance its service offerings to customers.” 

One of Stonepeak’s most recent investments was in a distressed healthcare provider in Chapter 11, Akumin, which it took private in February.