Atlas Air Worldwide’s Agreement with Amazon to Provide Air Transport Service

On May 5, 2016, Atlas Air Worldwide Holdings, Inc. (“AAWW”) announced that it will provide air cargo services to support Amazon’s package deliveries to its customers. The long‑term commercial agreements will include the operation of 20 B767‑300 converted freighters for Amazon on a crew, maintenance and insurance basis by Atlas Air Worldwide’s airline subsidiary, Atlas Air, Inc., as well as dry leasing by its Titan Aviation leasing unit.

Atlas Air Worldwide also granted Amazon warrants to acquire up to 20 percent, after the issuance, of AAWW’s common shares over a period of five years, with vesting tied in part to the commencement of operations of the 20 B767‑300 freighter aircraft and other conditions. Under the agreements, providing for future growth of the relationship, Atlas Air Worldwide also granted Amazon warrants to acquire up to an additional 10 percent, after the issuance, of AAWW’s common shares over a period of seven years, with vesting tied to additional payments made by Amazon to AAWW.

Cravath is representing AAWW in connection with these transactions.

The Cravath team includes associates Matthew M. Kelly and Tomas E. Di Cio on M&A and corporate matters; partner J. Leonard Teti II and associate Richard Bohm on tax matters; partner Eric W. Hilfers and associates Matthew Cantor and Aaron J. Feuer on executive compensation and benefits matters; and senior attorney Jesse M. Weiss on regulatory matters.