Air Transport Services Group, Inc. Announces Proposed Convertible Senior Notes Offering - Seite 2

In connection with issuing the 2024 Notes, ATSG entered into convertible note hedge transactions (the “existing convertible note hedge transactions”) and warrant transactions (the “existing warrant transactions,” and, together with the existing convertible note hedge transactions, the “existing call spread transactions”) with certain financial institutions (the “existing option counterparties”). In connection with ATSG’s intended repurchase of the 2024 Notes, ATSG expects to enter into agreements with the existing option counterparties to terminate a portion of such existing call spread transactions, in each case, in a notional amount corresponding to the amount of such 2024 Notes repurchased. In connection with any termination of any of the existing call spread transactions and the related unwinding of the existing hedge position of the existing option counterparties with respect to such transactions, such existing option counterparties and/or their respective affiliates may sell shares of ATSG’s common stock in the open market or in secondary market transactions, and/or enter into or unwind various derivative transactions with respect to ATSG’s common stock. This hedge unwind activity could decrease (or reduce the size of any increase in) the market price of ATSG common stock at that time and it could decrease (or reduce the size of any increase in) the market value of the notes. In connection with the unwind of the existing call spread transactions, ATSG may make or receive payments in amounts that depend on the market value of ATSG common stock at the pricing of the notes.

The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.