Atlas Air Worldwide to Acquire Southern Air
x Strategically Compelling, Highly Complementary Business
x Immediately Accretive All-Cash Transaction; No Debt Being Assumed
x Expands Platform into 777 and 737 Aircraft Operations
x Drives Greater Diversification, Scale and Global Footprint
PURCHASE, N.Y., January 19, 2016 – Atlas Air Worldwide Holdings, Inc. (Nasdaq: AAWW)
today said that it has entered into a definitive agreement to acquire privately held Southern Air
Holdings, Inc., a premier provider of intercontinental and domestic air cargo services, in an
immediately accretive, all-cash, debt-free transaction valued at approximately $110 million. The
transaction is subject to customary closing conditions and approval by the U.S. Department of
Transportation, and is expected to close in the next few months.
Southern Air is the parent company of Worldwide Air Logistics Group and its two operating
subsidiaries, Southern Air, Inc. and Florida West International Airways, Inc.
“We are very pleased to announce a strategically compelling, highly complementary and
immediately accretive acquisition of Southern Air,” said William J. Flynn, President and Chief
Executive Officer of Atlas Air Worldwide. “And we are eager to capitalize on the substantial
opportunities that the transaction will provide, especially 777 and 737 aircraft operations.
“The result will be a more diversified and profitable company offering access to the widest range
of modern, efficient aircraft, together with a broader mix of services and a greater scale and
global footprint that will drive significant value for our customers and shareholders.”
“We very much look forward to joining the Atlas Air family of companies,” said Daniel J.
McHugh, Chief Executive Officer of Southern Air Holdings. “We share the same commitment to
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providing superior customer service via our exceptional team of aviation professionals. And
Southern Air will now have a strong and viable parent to enable us to continue to grow.”
Strategic and Financial Benefits of Transaction
x Enhanced Service Offerings and Customer Relationships: The transaction provides Atlas
Air Worldwide immediate entry into 777 and 737 aircraft operating platforms, with potential
for developing additional business with existing and new customers of both companies.
Southern Air’s main operating company currently flies five 777-200Fs and five 737-400Fs
under flight services (CMI, or Crew, Maintenance and Insurance) agreements with DHL
Express, the leading global brand in the logistics industry.
The platforms provided by these aircraft will augment Atlas Air Worldwide’s ability to offer
customers the broadest array of aircraft and operating services for domestic, regional and
international applications.
x Complementary Businesses: Atlas Air Worldwide and Southern Air have complementary
operations, which will aid in providing seamless operations for customers. Further, the
transaction will enhance Atlas Air Worldwide’s position as a leading global provider of
outsourced aircraft and aviation operating services.
Southern Air’s highly professional, experienced workforce and its capabilities complement
Atlas Air Worldwide’s 747 ACMI (Aircraft, Crew, Maintenance and Insurance) and Charter
operations, its 747 and 767 CMI services, and its freighter-centric Dry Leasing portfolio of
777, 757 and 737 aircraft. Together, the companies will have a fleet of more than 75 aircraft.
x Increased Revenues: The combination with Southern Air is anticipated to add
approximately $100 million to Atlas Air Worldwide’s annual revenues and provide a solid
foundation for additional growth.
x Immediately Accretive to Earnings: The transaction is also expected to be immediately
accretive to Atlas Air Worldwide’s adjusted earnings per share in 2016 with EBITDA and
adjusted net income margins in line with Atlas Air Worldwide’s. The impact of this
transaction will be included in Atlas Air Worldwide’s 2016 earnings framework, to be
discussed during the company’s next earnings release on February 18, 2016.
x Transaction Funding: Reflecting the company’s balance sheet position, Atlas Air
Worldwide intends to fund the acquisition of Southern Air using available cash on hand.
About Atlas Air Worldwide:
Atlas Air Worldwide is a leading global provider of outsourced aircraft and aviation operating
services. It is the parent company of Atlas Air, Inc. (Atlas) and Titan Aviation Holdings, Inc.
(Titan), and is the majority shareholder of Polar Air Cargo Worldwide, Inc. (Polar). Through
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Atlas and Polar, Atlas Air Worldwide operates the world’s largest fleet of Boeing 747 freighter
aircraft.
Atlas, Titan and Polar offer a range of outsourced aircraft and aviation operating services that
include ACMI service – in which customers receive an aircraft, crew, maintenance and insurance
on a long-term basis; CMI service – in which customers receive crew, maintenance and
insurance but not an aircraft; express network and airport-to-airport cargo service; cargo and
passenger charters; and dry leasing of aircraft and engines.
Atlas Air Worldwide’s press releases, SEC filings and other information may be accessed
through the Company’s home page, www.atlasair.com .
About Southern Air Holdings:
Southern Air Holdings is the parent company of Worldwide Air Logistics Group, Inc.
Worldwide is a leading provider of domestic and international ACMI and CMI air cargo services
through its separate operating subsidiaries, Southern Air, Inc., which operates Boeing 777 and
737-400 aircraft, and Florida West International Airways, Inc., which operates Boeing 767-300
aircraft. Worldwide offers customers highly reliable and efficient air cargo business platforms
with a strong record of performance excellence and safety.