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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
JULY 24, 2006
(Date of earliest event reported)
ATLAS AIR WORLDWIDE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-25732 13-4146982
(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) No.) Number)
2000 WESTCHESTER AVENUE, PURCHASE, NEW YORK 10577
(Address of principal executive offices) (Zip Code)
(914) 701-8000
(Registrant's telephone number, including area code)
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(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))
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TABLE OF CONTENTS
Item 1.02. Termination of a Material Definitive Agreement
Signatures
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On July 24, 2006, Atlas Air Worldwide Holdings, Inc. and certain of its
subsidiaries (collectively, the "Company"), delivered written notice of
termination ("Notice") of that certain Loan and Security Agreement dated as of
November 30, 2004, as amended, with Wachovia Bank National Association, as
Agent, and the Lenders thereto (the "Exit Facility").
The termination of the Exit Facility is effective on or before August 3, 2006.
No borrowings are outstanding under the Exit Facility, although letters of
credit totaling approximately $0.4 million were outstanding. No early
termination penalties or fees will result from the early termination of the Exit
Facility.
In addition, on July 26, 2006, the Company delivered written notice to Deutsche
Bank Trust Company Americas ("Deutsche Bank") that it will be repaying and
terminating the Company's two existing credit facilities with Deutsche Bank
under (i) the Amended and Restated Credit Agreement, dated as of July 27, 2004,
as amended, and (ii) the Fifth Amended and Restated Credit Agreement, dated as
of July 27, 2004, as amended.
On July 31, 2006, the Company plans to repay these outstanding loans in full
under the two Deutsche Bank credit facilities, which in the aggregate measure
approximately $141 million of principal (before discount related to fair market
value adjustments). The source of repayment is from existing Company cash
balances. In connection with the repayment, the Company expects to incur a
one-time, non-cash pre-tax expense of approximately $13 million in the third
quarter related to the write-off of the remaining, unamortized discount
associated with such debt.
As a result of the facility terminations, all covenants associated with them
will be eliminated. In addition, financing liens will be removed on the
following Company assets, including one 747-100 aircraft, 14 747-200 aircraft,
one 747-300 aircraft, accounts receivable, certain inventory and spare parts,
and certain spare engines.
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.
Dated: July 28, 2006 By: /s/ John W. Dietrich
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Name: John W. Dietrich
Title: Senior Vice President,
General Counsel, Secretary and
Chief Human Resources Officer