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News & Insights

Atlas Air Worldwide’s Registered Convertible Senior Debt Offering

May 23, 2017

Cravath represented Atlas Air Worldwide Holdings, Inc. in connection with its US$289 million registered convertible senior debt offering. Cravath also represented Atlas in connection with its concurrent convertible note hedge and warrant transactions that are expected generally to reduce the potential dilution to the Atlas common stock upon conversion of the notes and/or offset potential cash payments Atlas is required to make in excess of the principal amount of the converted notes in the event that the market value per share of Atlas common stock is greater than the strike price of the convertible note hedge transactions. Atlas Air Worldwide Holdings, Inc. is a leading global provider of outsourced aircraft and aviation operating services. The transaction closed on May 23, 2017.

The Cravath team included partner Andrew J. Pitts, senior attorney Elizabeth Albert and associates Samuel P. Niles and Rebecca D. Stacker on securities matters and associate Richard Bohm on tax matters.

Related Practices & Industries

  • Corporate
  • Capital Markets
  • Derivatives
  • Tax
  • Transportation

People

Photo
Name
Andrew J. Pitts
Title
Corporate
Title
Partner
Email
apitts@cravath.com
Phone
+1-212-474-1620
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    Education

    • M.B.A., 1995, Boston University
      with High Honors
    • J.D., 1994, Boston University School of Law
      summa cum laude
    • B.A., 1988, Trinity College

    Admitted In

    • New York
    Photo
    Name
    Elizabeth Albert
    Title
    Corporate
    Title
    Of Counsel
    Email
    ealbert@cravath.com
    Phone
    +1-212-474-1962
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      Education

      • J.D., 1987, Yale Law School
        with Honors
      • A.B., 1984, Harvard College
        cum laude

      Admitted In

      • New York

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      Forward Air’s $2.25 Billion of High‑Yield Notes and Credit Facilities to Finance the Acquisition of Omni Logistics

      Cravath represented Forward Air Corporation in connection with $1.525 billion of senior secured credit facilities and $725 million of 144A/Reg. S high‑yield senior secured notes in connection with its acquisition of Omni Logistics. Forward Air Corporation is a leading asset‑light freight and logistics company. The acquisition closed on January 25, 2024.

      Deals & Cases

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      Forward Air’s Amended Agreement to Acquire Omni Logistics, Resolving Previously Announced Litigation

      On January 22, 2024, Forward Air Corporation (“Forward”) announced an agreement with Omni Logistics, LLC (“Omni”), a private company that is majority owned by Ridgemont Equity Partners and EVE Partners, LLC, to amend the terms of the existing merger agreement relating to their previously announced acquisition. This agreement ends the litigation between the parties, which will now be dismissed. Under the terms of the amended merger agreement, Omni shareholders will receive $20 million in cash, instead of the $150 million initially agreed, and 35% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis), as compared to the 37.7% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis) contemplated by the original agreement. Cravath is representing Forward in connection with the transaction and related litigation.

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