Air Transport Services Group upsized and priced the previously announced add-on private offering by its wholly owned, indirect subsidiary, Cargo Aircraft Management, of $150 million in aggregate principal amount of 4.75% senior notes due 2028. The principal amount of the new notes was increased from $150 million to $200 million. The new notes will be issued at an offering price of 102.75% (resulting in an equivalent yield of 3.96%) of their face amount (plus accrued interest from Feb. 1, 2021).

The new notes are being offered as additional notes under an existing indenture, dated as of Jan. 28, 2020, pursuant to which CAM previously issued $500 million aggregate principal amount of its 4.75% senior notes due 2028 (the existing notes). The new notes will be fully fungible with the existing notes, treated as a single class for all purposes under the indenture governing the existing notes with the same terms as those of the existing notes (other than issue date and issue price) and issued under the same CUSIP numbers as the existing notes (except that the new notes issued pursuant to Regulation S under the Securities Act of 1933, as amended, will trade separately under a different CUSIP number until 40 days after the issue date of the new notes, but thereafter, any holder may transfer their new notes issued pursuant to Regulation S into the same CUSIP number as the existing notes issued pursuant to Regulation S).

CAM intends to use the proceeds from the offering of the new notes, after deducting the initial purchasers’ discount and accrued interest on the new notes from Feb. 1, 2021, to the settlement date, to permanently reduce the revolving credit commitments under Air Transport Group and CAM’s third amended and restated credit agreement.

The new notes were offered only to persons reasonably believed to be qualified institutional buyers in the United States under Rule 144A under the Securities Act, and outside the United States to persons other than U.S. persons in compliance with Regulation S. The offering of the new notes has not been registered under the Securities Act or under any state securities laws, and the new notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and of applicable state securities laws.

The sale of the new notes is subject to customary closing conditions and is expected to close on April 13.