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ABX Air, Inc. (NASDAQ:ABXA) announced today that it has agreed to
acquire Cargo Holdings International, Inc. (CHI), a privately held
provider of outsourced air cargo services based in Orlando, Fla., in a
transaction valued at approximately $350 million.
CHI is a leading provider of air cargo transportation and related
services to domestic and foreign air carriers, and other companies
that outsource their air cargo lift requirements to reliable,
cost-effective independent operators. CHI also provides aircraft
leasing, fuel management, specialized transportation management and
air charter brokerage services. Its roster of more than 30 customers
includes BAX/Schenker, the U.S. Government, DHL, the U.S. Postal
Service, and UPS. CHI operates 32 aircraft, and also owns five Boeing
767-200s and one 757-200 all undergoing freighter conversion. CHI
expects to report revenues of $300 million for the year ended December
31, 2007, and is a solidly profitable company.
By the closing of this transaction, ABX Air will create a new
holding company structure, with ABX Air, Inc. becoming a wholly owned
subsidiary of ABX Holdings, Inc. CHI will become a wholly owned
subsidiary of ABX Holdings, Inc. The final equity purchase price of
the transaction is anticipated to be $260 million, which will include
an adjustment based upon the net assets on CHI's balance sheet at
closing. The transaction will be financed with the issuance of 4
million shares of ABX Holdings common stock and cash from a new $345
million senior secured credit facility led by SunTrust Financial and
Regions Bank, a portion of which will be used to refinance CHI's
existing $100 million credit facility.
Collectively, ABX Air and CHI have a total fleet of more than 135
aircraft, and will operate the largest fleet of 767 freighter aircraft
in the world. Like ABX Air, the majority of CHI's aircraft operate
under contracts to provide the aircraft, crew, maintenance and
insurance (ACMI). ACMI customers generally are responsible for
substantially all other operating expenses, including fuel.
"The acquisition will create one of the world's leading
diversified providers of integrated air cargo services with a broad
portfolio of flexible solutions," noted Joe Hete, ABX's President and
CEO. Hete added that "Cargo Holdings International has an attractive
fleet profile, long-term relationships with its high-quality customer
base, an exceptional on-time delivery and safety record, significant
cash flow and an experienced management team."
Peter Fox, founder and President of CHI, commented: "We are
extremely pleased to be teaming up with ABX Air. Our companies share a
similar culture and common goals, most notably a relentless focus on
delivering the highest possible level of service to our customers and
an enthusiasm for the growth opportunities we see ahead. I look
forward to working with Joe Hete and his team as we build a unique
blend of nimble, aggressive global air cargo and service businesses
with the capabilities that leading air shippers want, but few other
companies can provide."
The complementary operations and capabilities of ABX and CHI
provide the new company with the increased scale, broad service
offerings and market reach necessary to enhance customer service. The
companies expect to realize a number of strategic benefits from the
structure, including:
Improved Capabilities to Better Support Major Customers. Both Hete
and Fox said that the collective companies will be better able to
support their principal customers, including DHL's position as the
global leader in express delivery services, and BAX/Schenker's role as
a leading supply chain management and transportation solutions
company. "We will continue to be focused on leveraging our greater
scale, diversified fleet, and broader service capabilities to provide
high-quality, cost-effective service to DHL and to BAX/Schenker."
Increased Diversification of Revenues and Earnings. Hete said, "We
believe that CHI's relationships with its two largest customers,
BAX/Schenker and the U.S. Government, complement our existing
relationships with DHL and other customers, and will establish a more
balanced and sustainable source of revenue and earnings going
forward."
Complementary Service Capabilities. "We will be able to leverage
CHI's customer base and expertise in dry leasing, charter brokerage,
fleet services and military passenger flying, with ABX Air's strengths
in air network management, package sorting, aircraft maintenance and
technical support, and facilities management," Hete said. "We also
expect that a larger and more diverse portfolio of aircraft will
better serve the diverse needs of our customers."
Improved ACMI Leasing Operations. Hete noted that by working
together, the companies will have more opportunities for margin
expansion through increased operating efficiencies, and more
opportunities for growth through a broader spectrum of products and
services they can offer to customers.
Expanded Market Leadership in 767 Freighter Services.
Collectively, ABX Air and CHI will operate the world's largest fleet
of Boeing 767-200 freighter aircraft with 48 of them, of which 39 are
in service and the remainder are undergoing conversion to freighters.
"Boeing 767s are especially well suited for many domestic and
international ACMI applications," Hete said. "They offer significant
advantages compared with most other freighters available today,
including payload flexibility, transcontinental range, two-person
crews, twin-engine efficiency, high reliability and Category III low
visibility operating capabilities. The 767 will help us expand our
share of many of the faster-growth markets we serve now, such as the
Americas, Asia, and Europe, and opens new markets where our
reliability, flexibility, and competitive cost structure offer a
distinct advantage."
Based on ABX Air's current estimates and outlook, the CHI
acquisition is expected to be accretive to ABX Holdings, Inc.'s
earnings starting in 2008.
Commenting on ABX's decision, Hete said: "After evaluating a broad
spectrum of strategic alternatives, our Board of Directors determined
that this transaction has the potential to provide the greatest near
and long-term value for our customers and shareholders. These
companies are an excellent strategic fit, and together will be one of
the world's best-performing, most diversified, customer-focused and
cost-competitive providers of global air freight services."
"ABX Air has built an excellent record serving its principal
customer, DHL," he said. "Adding the capabilities of the CHI companies
creates a family of businesses with scale, services, experienced
flight crews, technicians, and a solid operating track record. We can
now expand our presence in the Americas, Asia and Europe, while
continuing to provide superior, cost-efficient service to DHL in the
United States."
ABX Air also has obtained a commitment from certain shareholders
of CHI to provide subordinated financing in the event it should become
necessary to retire ABX Air's $92.3 million note payable to DHL.
The acquisition is subject to customary regulatory approvals, and
is expected to close before the end of 2007. In addition, the
financing of the transaction is subject to the lenders' satisfaction
that upon completion of the transaction, ABX Air would remain in
compliance with its material agreements, including its ACMI agreement
with DHL.
Stifel Nicolaus & Company acted as financial advisor to ABX Air in
this transaction.
Investor Conference Call
ABX Air and CHI executives will discuss the acquisition in a
conference call today at 10:30 a.m. Eastern Daylight Time.
Participants should dial (800) 659-2037 and international participants
should dial (617) 614-2713 ten minutes before the scheduled start of
the call and ask for conference ID 28936942. The call will also be
webcast live (listen-only mode) via www.abxair.com/ir and
www.streetevents.com. A replay of the conference call will be
available beginning one hour after the conclusion of the call. It will
be available by phone through November 8, 2007, at (888) 286-8010
(international callers (617) 801-6888); uses pass code ID 59932580.
The webcast replay will remain available via www.abxair.com/ir for 30
days.
About ABX Air
ABX Air (www.abxair.com) is an air cargo services provider
operating out of Wilmington, Ohio, and 15 hubs throughout the United
States. In addition to providing airlift capacity and sort facility
staffing to DHL, ABX Air is a Part 121 operator and holds a Part 145
FAA Repair certificate. It provides charter, maintenance and package
handling services to a diverse group of customers. ABX Air is the
largest employer in a several-county area in southwestern Ohio.
About Cargo Holdings International, Inc.
CHI (www.cargoholdings.com) is a leading provider of air cargo
transportation and related services to domestic and foreign air
carriers, and other companies that outsource their air cargo lift
requirements to reliable, cost-effective independent operators.
Through its four subsidiaries, Cargo Aircraft Management, Inc.;
Capital Cargo International Airlines (CCIA); LGSTX Group, Inc., and
Air Transport International LLC (ATI), CHI also provides aircraft
leasing, airport ground services, fuel management, specialized
transportation management, and air charter brokerage services. Its
roster of more than 30 customers includes BAX/Schenker, the U.S.
Government, DHL, the U.S. Postal Service, and UPS. CHI conducts its
operations through four operating subsidiary companies, which include
two companies with separate and distinct U.S. FAA Part 121 Air Carrier
Certificates: Air Transport International Limited Liability Company
and Capital Cargo International Airlines, Inc. There are approximately
600 total employees in the CHI companies.
Except for historical information contained herein, the matters
discussed in this release contain forward-looking statements that
involve risks and uncertainties. ABX Air Holdings, Inc. and its
subsidiaries' actual results may differ materially from the results
discussed in the forward-looking statements. There are a number of
important factors that could cause the Company's actual results to
differ materially from those indicated by such forward-looking
statements. These factors include, but are not limited to, the
continuing availability of the contemplated financing associated with
the acquisition of CHI, the ability to effectively integrate and
obtain synergies from the combination of ABX and CHI,the satisfaction
of the lenders that upon completion of the transaction, ABX remains in
compliance with its material agreements, including its ACMI agreement
with DHL; the failure to obtain all necessary regulatory approvals,
including clearance of the transaction under the Hart-Scott-Rodino
Act; obtaining necessary regulatory and third party approvals may
delay the transaction or result in the imposition of conditions that
could have a material adverse affect on the parties or cause the
parties to abandon the transaction; and ABX and CHI may be unable to
satisfy all conditions to closing of the acquisition and the
contemplated acquisition financing. In addition, other general factors
that could cause the Company's actual results to differ materially
from the forward-looking statements included in this document include
any negative impact on the business of ABX or CHI that may result from
uncertainty surrounding the proposed transaction, significant
reductions in the scope of services under the commercial agreements
with DHL and other customers, the ability to generate revenues from
new sources and other factors that are contained from time to time in
ABX Air Inc.'s filings with the U.S. Securities and Exchange
Commission, including ABX's Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q. Readers should carefully review this release and
should not place undue reliance on the Company's forward-looking
statements. These forward-looking statements were based on
information, plans and estimates as of the date of this release. ABX
undertakes no obligation to update any forward-looking statements to
reflect changes in underlying assumptions or factors, new information,
future events or other changes.
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