Air Transport Services Group intends to offer, subject to market conditions and other factors, US$200 million in aggregate principal amount of convertible senior notes due 2024 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the offering, the Company expects to grant the initial purchasers a 30-day option to purchase up to an additional US$30m in aggregate principal amount of notes. Final terms of the notes, including the initial conversion price, interest rate and certain other terms of the notes will be determined at the time of pricing. The notes will bear interest semi-annually and will mature on October 15, 2024, unless repurchased or converted in accordance with their terms prior to such date. Prior to April 15, 2024, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately before the maturity date. The Company intends to use a portion of the net proceeds from this offering to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to the Company from the warrant transactions). The Company intends to use any remaining net proceeds from this offering to repay a portion of the outstanding borrowings under its US$545m evolving credit facility and for general corporate purposes.