0001299933-14-000047.txt : 20140110 0001299933-14-000047.hdr.sgml : 20140110 20140110100333 ACCESSION NUMBER: 0001299933-14-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140106 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20140110 DATE AS OF CHANGE: 20140110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS AIR WORLDWIDE HOLDINGS INC CENTRAL INDEX KEY: 0001135185 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 134146982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16545 FILM NUMBER: 14520387 BUSINESS ADDRESS: STREET 1: 2000 WESTCHESTER AVENUE CITY: PURCHASE STATE: NY ZIP: 10577-2543 BUSINESS PHONE: 9147018000 MAIL ADDRESS: STREET 1: 2000 WESTCHESTER AVENUE CITY: PURCHASE STATE: NY ZIP: 10577-2543 8-K 1 htm_49109.htm LIVE FILING Atlas Air Worldwide Holdings, Inc. (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   January 6, 2014

Atlas Air Worldwide Holdings, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-16545 13-4146982
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2000 Westchester Avenue, Purchase, New York   10577
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   914-701-8000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

The information described under Item 2.03 below is incorporated into this Item by reference.





Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 6, 2014 and January 7, 2014, MSN 37138 Ltd., MSN 38969 Ltd. and MSN 39286 Pte. Ltd. (each, a "Borrower" and collectively, the "Borrowers"), wholly owned subsidiaries of Atlas Air Worldwide Holdings, Inc. ("AAWW"), drew financing in the aggregate amount of $432,000,000 (the "777 Financing") to complete previously announced agreements to acquire three Boeing 777F aircraft (each, a "777F Aircraft") and the operating leases to which such aircraft are subject. The 777 Financing was drawn pursuant to loan agreements dated December 20, 2013 (collectively, the "Loan Agreements") between each Borrower and various lenders set forth therein. AAWW has guaranteed the obligations of each Borrower under the Loan Agreements to which it is a party.

Borrowings under the Loan Agreements will accrue interest at a fixed rate, payable quarterly. Each loan will amortize over a term of approximately ten years, with the maturity date of each loan being the scheduled termination date of the related operating lease. Each Borrower will pay the amounts it owes under the Loan Agreements to which it is a party with amounts it receives under the related aircraft lease agreement.

The obligations of each Borrower under the Loan Agreements to which it is a party are secured by a first priority mortgage on the 777F Aircraft owned by such Borrower and rentals and certain other proceeds arising under the related operating lease.

Each Loan Agreement is cross-defaulted to each other Loan Agreement. The Loan Agreements contain covenants and events of default that are customary for this type of financing. Each of the Borrowers paid commitment and other fees that are customary for this type of financing.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Atlas Air Worldwide Holdings, Inc.
          
January 10, 2014   By:   /s/ Adam R. Kokas
       
        Name: Adam R. Kokas
        Title: Executive Vice President, General Counsel, Secretary and Chief Human Resources Officer