Item 1.01 Entry into a Material Definitive Agreement.
Third Supplemental Indenture
In connection with the consummation of the Merger, on the Closing Date, the
Company and
Pursuant to the terms of the Indenture, the Company was required to enter into
the Third Supplemental Indenture prior to or at the Effective Time. The Third
Supplemental Indenture provides that, at and after the Effective Time, the right
to convert each
Supplemental Indenture
In addition, in connection with the consummation of the Merger, on the Closing
Date, Parent, the Trustee, the Company and certain of the Company's subsidiaries
(the "Subsidiary Guarantors") entered into the supplemental indenture no. 1 (the
"Supplemental Indenture") to the indenture, dated as of
Item 1.02 Termination of a Material Definitive Agreement.
Promissory Note
As previously disclosed, on
On the Closing Date, the Company prepaid in full its obligations under the Promissory Note.
2022 Warrant Transactions
As previously disclosed, in connection with the issuance of the Company's 2.25%
Convertible Senior Notes due 2022 (the "2022 Convertible Notes"), on
In connection with the Merger, the Company and the 2022 Option Counterparties
agreed to terminate all unexercised warrants remaining in connection with the
2022 Warrant Transactions. As a result, the Company is required to make an
aggregate payment of approximately
2024 Convertible Note Hedge Transactions and 2024 Warrant Transactions
As previously disclosed, in connection with the issuance of the 2024 Convertible
Notes, on
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described above, at the Effective Time, and in accordance with the Merger
Agreement, (i) Parent completed its previously announced acquisition of the
Company, (ii) the Company became a wholly owned subsidiary of Parent and
(iii) each share of Company Common Stock issued and outstanding immediately
prior to the Effective Time (other than shares of Company Common Stock that,
immediately prior to the Effective Time, were (a) held by Parent or MergerCo,
(b) held by the Company as treasury shares or (c) owned by any person who has
properly demanded and not withdrawn a demand for appraisal rights under
In addition, at the Effective Time, with respect to awards that were outstanding as of the date of the Merger Agreement, (i) each restricted stock unit (including those subject to performance-based vesting conditions) vested and was canceled and the holder thereof became entitled to solely receive an amount in cash equal to the number of shares of Company Common Stock underlying such award (assuming all performance goals were achieved at the maximum level of performance) multiplied by the Merger Consideration, without interest, and (ii) each long-term cash incentive award vested and was canceled and the holder thereof became entitled to receive an amount in cash equal to the amount payable under the applicable award agreement, as further provided in the Merger Agreement and related award agreements (assuming all performance goals were achieved at the maximum level of performance), without interest.
The Merger Consideration was funded through equity contributions received by Parent and with proceeds from debt financing.
Additionally, on the Closing Date, in connection with the consummation of the
Merger, described above, each outstanding warrant for shares of Company Common
Stock with an exercise price of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.04.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company notified the
NASDAQ Global Select Market (together with the
The information in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent.
The information in the Introductory Note and in Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Arrangements of Certain Officers.
Effective upon the consummation of the Merger, each of
Additionally, effective as of the Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
In connection with the consummation of the Merger, effective on the Closing
Date, the certificate of incorporation and bylaws of the Company were each
amended and restated in their entirety. A copy of the
The information in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 7.01 Regulation FD Disclosure.
On
Also on
The information contained in this Item 7.01 and in Exhibits 99.1 and 99.2 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
2.1* Agreement and Plan of Merger, dated as ofAugust 4, 2022 , by and amongAtlas Air Worldwide Holdings, Inc. ,Rand Parent, LLC andRand Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed byAtlas Air Worldwide Holdings, Inc. onAugust 4, 2022 ) 3.1Atlas Air Worldwide Holdings, Inc. Certificate of Incorporation, Amended and Restated as ofMarch 17, 2023 3.2Atlas Air Worldwide Holdings, Inc. By-Laws, Second Amended and Restated as ofMarch 17, 2023 4.1 Third Supplemental Indenture, dated as ofMarch 17, 2023 , betweenAtlas Air Worldwide Holdings, Inc. andWilmington Trust, National Association , as Trustee 99.1 Press Release, datedMarch 17, 2023 99.2 Notice to Noteholders, datedMarch 17, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant agrees to furnish supplementally to the
copy of any omitted schedule or exhibit upon request by the
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