ATLAS AIR WORLDWIDE HOLDINGS, INC. (NASDAQ:AAWW) Files An 8-K Entry into a Material Definitive Agreement

ATLAS AIR WORLDWIDE HOLDINGS, INC. (NASDAQ:AAWW) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01. Entry into a Material Definitive Agreement

Underwritten Public Offering of Convertible Senior Notes

On May17, 2017, Atlas Air Worldwide Holdings, Inc. (the
Company) entered into an underwriting agreement (the
Underwriting Agreement) with Morgan Stanley Co. LLC, BNP
Paribas Securities Corp. and Citigroup Global Markets Inc., as
managers of the several underwriters named in Schedule II thereto
(collectively, the Underwriters) to issue and sell
$260million aggregate principal amount of 1.875% Convertible
Senior Notes due 2024 (the Notes) in a public offering to
the Companys Registration Statement on Form S-3 (File
No.333-218033) (the Registration Statement) and a related
prospectus, including the related prospectus supplement, filed
with the Securities and Exchange Commission (the
Offering). In addition, the Company granted the
Underwriters the option to purchase, for a period beginning on
May23, 2017 and ending on the 12th calendar day thereafter, up to
an additional $39million aggregate principal amount of the Notes
solely to cover over-allotments, which the Underwriters partially
exercised on May18, 2017, purchasing an additional $29million
aggregate principal amount of the Notes. The Company estimates
that the proceeds from the Offering, after deducting underwriting
discounts and commissions and estimated expenses, will be
approximately $281million given the Underwriters partial exercise
of the overallotment option. The sale of the Notes is subject to
satisfaction of customary closing conditions. The offer and sale
of the Notes and underlying shares of common stock are registered
under the Securities Act to the Registration Statement.

The Underwriting Agreement includes customary representations,
warranties and covenants. Under the terms of the Underwriting
Agreement, the Company has agreed to indemnify the Underwriters
against certain liabilities.

The foregoing summary is qualified in its entirety by reference
to the text of the Underwriting Agreement, which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein and into the Registration Statement by
reference.

The Notes are to be issued under a Senior Indenture, dated June3,
2015 (the Base Indenture), as supplemented by the second
supplemental indenture to be dated May23, 2017 (the
Supplemental Indenture and together with the Base
Indenture, the Indenture), relating to the issuance by the
Company of the Notes, by and between the Company and Wilmington
Trust, National Association, as trustee. The Notes will bear
interest at a rate of 1.875% per year payable semi-annually in
arrears on June1 and December1 of each year, commencing
December1, 2017. The Notes will mature on June1, 2024, unless
earlier converted or repurchased in accordance with their terms.
The form of Note is filed as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated herein and into the Registration
Statement by reference.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

ExhibitNo.

Description

1.1 Underwriting Agreement, dated May17, 2017, between the
Company and Morgan Stanley Co. LLC, BNP Paribas Securities
Corp. and Citigroup Global Markets Inc., as Managers of the
several Underwriters.
4.1 Form of 1.875% Convertible Senior Note due 2024.
5.1 Opinion of Cravath, Swaine Moore LLP, dated May23, 2017.
23.1 Consent of Cravath, Swaine Moore LLP (included in Exhibit
5.1).

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About ATLAS AIR WORLDWIDE HOLDINGS, INC. (NASDAQ:AAWW)

Atlas Air Worldwide Holdings, Inc., (AAWW) is a holding company with a principal operating subsidiary, Atlas Air, Inc. (Atlas). The Company is a provider of outsourced aircraft and aviation operating services, operating a fleet of 750 freighters, as well as operating 747 and 767 passenger aircraft and 767 freighters. It also owns and dries leases a fleet of aircraft, including over six 777 freighters. The Company operates through three segments, including aircraft, crew, maintenance and insurance (ACMI), Charter and Dry Leasing. Its ACMI segment provides aircraft, crew, maintenance and insurance services to customers. Its Charter segment provides full planeload air cargo and passenger aircraft charters to customers, including the United States military air mobility command (AMC), brokers, freight forwarders, direct shippers, airlines, sports teams and fans, and private charter customers. Its Dry Leasing segment provides cargo and passenger aircraft and engine leasing solutions.

ATLAS AIR WORLDWIDE HOLDINGS, INC. (NASDAQ:AAWW) Recent Trading Information

ATLAS AIR WORLDWIDE HOLDINGS, INC. (NASDAQ:AAWW) closed its last trading session up +0.90 at 48.45 with 459,198 shares trading hands.

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