Page 8 of 10 – SEC Filing
| CUSIP No. 00922R105 | SCHEDULE 13D/A | PAGE 8 OF 10 PAGES |
Each of RMCP LLC, RMP and RMCP GP affirms membership in a group with each other but
disclaims membership in a group with RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person.
The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares
of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In
addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member,
director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, Mr. Teets disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 of this Schedule 13D is hereby amended to include the following information:
On May 31, 2017, RMP entered into an underwriting agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the Underwriter) and ATSG. Pursuant to the Underwriting Agreement, RMP agreed to sell 3,806,374 shares of Common Stock to the Underwriter at a price of $22.42 per share. RMP also granted the Underwriter a 30-day
option to purchase up to 570,956 additional shares of Common Stock at $22.42 per share, which the Underwriter exercised in full on June 1, 2017. Accordingly, the aggregate number of shares of Common Stock being sold by RMP pursuant to the
Underwriting Agreement is 4,377,330 and the aggregate purchase price for such shares of Common Stock is approximately $98,139,739.
The
Underwriting Agreement contains customary representations, warranties and covenants of ATSG and also provides for customary indemnification by ATSG and RMP against certain liabilities and customary contribution provisions in respect of those
liabilities.
The sale of Common Stock by RMP is being made pursuant to ATSGs effective shelf registration statement that was filed
with the SEC on May 31, 2017 (Registration No. 333-218367). The offering is being made only by means of the prospectus supplement and the accompanying prospectus. The sale of the Common Stock is expected to close on June 6, 2017, subject to the
satisfaction of the closing conditions set forth in the Underwriting Agreement.
In connection with the offering, on May 31, 2017, RMP
entered into a lock-up agreement (the Lock-Up Agreement) with the Underwriter that, subject to certain customary exceptions, restricts the sale of the shares of Common Stock and certain other securities held by RMP for 180 days following
the date of the prospectus supplement.
The foregoing references to and description of the Underwriting Agreement and Lock-Up Agreement do
not purport to be complete and are subject, and are qualified in their entirety by reference, to the full text of the Underwriting Agreement and form of Lock-Up Agreement, which is incorporated by reference into this Item 6.
| ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS. |
Item 7 of this Schedule 13D is hereby amended to include the
following information:
| Exhibit No. | Description of Exhibit | |
| 9 | Underwriting Agreement, dated May 31, 2017, by and among Air Transport Services Group, Inc., Red Mountain Partners, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by ATSG with the SEC on June 2, 2017). | |
| 10 | Form of the Lock-Up Agreement, entered into on May 31, 2017, by Red Mountain Partners, L.P. with Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit C to the Underwriting Agreement filed as Exhibit 1.1 to the Form 8-K filed by ATSG with the SEC on June 2, 2017). | |
