ATSG Completes Omni Air Acquisition

WILMINGTON, Ohio–(BUSINESS WIRE)–Air Transport Services Group, Inc. (NASDAQ:ATSG) today announced that it
has completed the previously announced acquisition of Omni Air
International LLC (Omni Air), a passenger ACMI and charter services
provider, along with related entities, for $845 million, subject to
customary adjustments.

Joe Hete, President and Chief Executive Officer of ATSG, said,
“Completing this Omni acquisition is a milestone achievement for ATSG.
It increases both our revenue and our Adjusted EBITDA expectations for
2019 by more than 40 percent, brings increased revenue diversification,
and adds both passenger service and Boeing 777 capabilities to our range
of services. We are eager to work with Omni’s management to pursue the
many opportunities our combined assets and talented associates can

In contemplation of the Omni purchase, ATSG today agreed to amend its
senior credit facility with a consortium of banks led by SunTrust Bank,
previously dated May 31, 2016. The new amended agreement has an
aggregate principal amount of $1.28 billion, consisting of the
continuing secured revolving credit facility of $545 million, a
continuing secured term loan with a current balance of $60 million, and
a new $675 million secured term loan. The maturity date of these loans
is May 30, 2023.

The amended facility includes an accordion feature that would allow the
total amount of borrowings under the facility to increase by up to $400
million, assuming certain conditions and with bank consent. The total
amount of additional debt ATSG and its subsidiaries may incur outside of
the amended facility increases from $300 million to $500 million. Credit
terms are consistent with the existing facility, including with respect
to provisions limiting ATSG’s ability to declare or pay dividends or
repurchase shares, and requires ATSG to maintain specified financial
ratios and minimum collateral values, and meet other financial condition
tests. The facility is secured by substantially all of ATSG’s Boeing
777, 767 and 757 aircraft.

Omni Air is a leading provider of passenger airlift services to the U.S.
Department of Defense (DoD) via the Civil Reserve Air Fleet (CRAF)
program, and a worldwide provider of full-service passenger charter and
ACMI services. Omni Air also carries passengers worldwide for a variety
of private sector customers and government services firms. Omni Air,
founded in 1993, is an FAR Part 121 certificated and IATA Operational
Safety Audit registered airline. Omni Air’s fleet, which includes seven
767-300ER, three 767-200ER and three 777-200ER passenger aircraft,
enhances ATSG’s position as the world’s largest source of dedicated 767
cargo aircraft to selected air-express and other operators. Eleven of
the thirteen aircraft Omni Air operates are owned, with one 767-200ER
and one 767-300ER leased. In total, the ATSG companies will have a
combined fleet of more than 90 aircraft in service by year-end.

The combination with Omni Air is anticipated to add over $430 million in
annualized revenues to ATSG. It also is expected to be immediately
accretive to ATSG’s adjusted earnings per share in 2019. After adjusting
for the present value of tax benefits, which are estimated to be
approximately $85 million, the implied acquisition multiple is 5.8x Omni
Air’s adjusted EBITDA for the trailing 12 months ending August 2018.

About ATSG

ATSG is a leading provider of aircraft leasing and air cargo
transportation and related services to domestic and foreign air carriers
and other companies and government entities that outsource their air
transport requirements. ATSG, through its leasing and airline
subsidiaries, is the world’s largest owner and operator of converted
Boeing 767 freighter aircraft. Through its principal subsidiaries,
including three airlines with separate and distinct U.S. FAR Part 121
Air Carrier certificates, ATSG provides aircraft leasing, air cargo
lift, passenger ACMI and charter services, aircraft maintenance services
and airport ground services. ATSG’s subsidiaries include ABX Air, Inc.;
Airborne Global Solutions, Inc.; Air Transport International, Inc.;
Cargo Aircraft Management, Inc.; Airborne Maintenance and Engineering
Services, Inc. including its subsidiary, Pemco World Air Services, Inc.;
and Omni Air International, LLC. For more information, please see

Except for historical information contained herein, the matters
discussed in this release contain forward-looking statements that
involve risks and uncertainties. There are a number of important factors
that could cause Air Transport Services Group’s (ATSG’s) actual results
to differ materially from those indicated by such forward-looking
statements. These factors include, but are not limited to, (i)
uncertainty of the expected financial performance of the combined
company following completion of the acquisition; (ii) failure to realize
the anticipated benefits of the acquisition; (iii) difficulties and
delays in achieving synergies of the combined company; (iv) inability to
retain key personnel; (v) changes in general economic and/or industry
specific conditions; and other factors that are contained from time to
time in ATSG’s filings with the U.S. Securities and Exchange Commission,
including its Annual Report on Form 10-K and Quarterly Reports on Form
10-Q. Readers should carefully review this release and should not place
undue reliance on ATSG’s forward-looking statements. These
forward-looking statements were based on information, plans and
estimates as of the date of this release. ATSG undertakes no obligation
to update any forward-looking statements to reflect changes in
underlying assumptions or factors, new information, future events or
other changes.


Quint O. Turner, Chief Financial Officer, 937-366-2303