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SUMMARY

This summary highlights selected information in this proxy statement and may not contain all of the information about the merger agreement, the merger or the other transactions contemplated by the merger agreement that is important to you. We have included page references in parentheses to direct you to more complete descriptions of the topics presented in this summary. You should carefully read this proxy statement in its entirety, including the annexes hereto and the other documents to which we have referred you, for a more complete understanding of the matters being considered at the special meeting, including, without limitation, the merger agreement attached as Annex A to this proxy statement. You may obtain, without charge, copies of documents incorporated by reference into this proxy statement by following the instructions under the section of this proxy statement entitled “Where You Can Find Additional Information” beginning on page 129.

The Parties

(page 30)

The Special Meeting

(page 32)

Record Date and Stockholders Entitled to Vote; Vote Required to Approve Each Proposal

(page 33 and page 34)

Voting by Company Directors, Executive Officers and Principal Securityholders

(page 37)

The Merger; Certain Effects of the Merger; Consideration To Be Received in the Merger

(page 43, page 74 and page 96)

Background of the Merger

(page 43)

A description of the process we undertook that led to the proposed merger, including our discussions with the representatives of the Consortium (as defined in “The Merger — Background of the Merger”), is included in this proxy statement under “The Merger — Background of the Merger”.

Recommendation of the Board

(page 55)

Opinion of the Company’s Financial Advisor

(page 66)

Morgan Stanley & Co. LLC (“Morgan Stanley”) was retained by the Company to act as its financial advisor and to render a financial opinion in connection with a potential sale of the Company. The Company selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s experience in transactions similar to the merger, qualifications, expertise and reputation and its knowledge of the Company and its business and the industries in which the Company conducts its business. As part of this engagement, the Board requested that Morgan Stanley evaluate the fairness, from a financial point of view, of the merger consideration to be received by the holders of shares of Company common stock (other than the excluded shares and appraisal shares) pursuant to the merger agreement. On August 3, 2022, Morgan Stanley rendered its oral opinion to the Board, which was subsequently confirmed by delivery of a written opinion, dated August 3, 2022, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the merger consideration to be received by the holders of shares of the Company common stock (other than the excluded shares and appraisal shares) pursuant to the merger agreement was fair from a financial point of view to such holders of shares of the Company common stock, as set forth in such opinion as more fully described in the section of this proxy statement entitled “The Merger — Opinion of the Company’s Financial Advisor”.

The full text of Morgan Stanley’s written opinion to the Board, dated August 3, 2022, is attached as Annex B to this proxy statement and is incorporated by reference into this proxy statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. The Company stockholders are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Board, in its capacity as such, and addressed only the fairness, from a financial point of view, as of the date of the opinion, of the merger consideration to be received by the holders of shares of the Company common stock (other than the excluded shares and appraisal shares) pursuant to the merger agreement. Morgan Stanley’s opinion did not address any other term or aspect of the merger agreement or the transactions or any term or aspect of any other agreement or instrument contemplated by the merger agreement entered into or amended in connection therewith and does not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. It was not intended to, and does not, constitute an opinion or recommendation as to how the holders of Company common stock should vote at the special meeting. The summary of Morgan Stanley’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Morgan Stanley’s opinion.

Effects on the Company if the Merger Is Not Consummated

(page 75)

In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason, the Company’s stockholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company will remain an

independent public company, the Company common stock will continue to be listed and traded on NASDAQ, the Company common stock will continue to be registered under the Exchange Act and the Company’s stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock.

Financing of the Merger

(page 76)

The consummation of the merger is not conditioned on Parent’s receipt of any financing. Parent plans to fund the merger consideration with committed equity financing and debt financing, as described below.

Limited Guarantees

(see page 78)

Interests of the Company’s Directors and Executive Officers in the Merger

(page 83)

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the treatment of Company long-term incentive awards provided for under the merger agreement (as described below in “The Merger Agreement — Treatment of Company Long-Term Incentive Awards”);

•

severance and other benefits payable in the case of certain qualifying terminations of employment under the terms of individual employment agreements or the Company’s benefits program;

•

vesting and payment of account balances in the Company’s 401(k) Restoration and Voluntary Deferral Plan (the “401(k) Restoration Plan”);

•

the potential to receive an annual bonus for 2022 at the greater of target or actual performance levels;

•

the potential grant of cash-based retention awards under a program established for the benefit of certain Company employees; and

•

continued indemnification and insurance coverage under the merger agreement, the organizational documents of the Company and its subsidiaries and indemnification agreements the Company and any of its subsidiaries has entered into with each of its directors and executive officers.

Treatment of Company Long-Term Incentive Awards

(page 96)

Material U.S. Federal Income Tax Consequences of the Merger

(page 88)

The receipt of cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Generally, for U.S. federal income tax purposes, if you are a holder of common stock who is

a U.S. holder (as defined below in the section of this proxy statement entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”), you will recognize capital gain or loss equal to the difference between the amount of cash you receive in the merger and your adjusted tax basis in your shares of common stock converted into cash in the merger. If you are a holder of common stock who is a non-U.S. holder (as defined below in the section of this proxy statement entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”), the merger will generally not be taxable to you under U.S. federal income tax laws unless you have certain connections to the United States or the Company stock constitutes a USRPI (as defined below in the section of this proxy statement entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) and certain other conditions are met.

Litigation Related to the Merger

(page 91)

On October 7, 2022, a complaint, captioned Stein v. Atlas Air Worldwide Holdings, Inc., et al., Case No. 1:22-cv-08555, was filed in the United States District Court for the Southern District of New York by plaintiff Shiva Stein, a purported Company stockholder (the “Stein complaint”), and on October 14, 2022, a complaint, captioned Okin v. Atlas Air Worldwide Holdings, Inc., et al., Case No. 1:22-cv-08778, was filed in the United States District Court for the Southern District of New York by plaintiff Alexander Okin, a purported Company stockholder, in each case naming as defendants the Company and members of the Board. The complaints allege, among other things, that the defendants caused to be filed a materially incomplete and misleading preliminary proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) relating to the merger in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder.

the proxy statement under applicable laws. As of October 18, 2022, the Company was not aware of the filing of other lawsuits challenging the merger or the proxy statement; however, such lawsuits may be filed in the future.

Regulatory Approvals in Connection with the Merger

(page 91)

The consummation of the merger is subject to the requirements of and review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act”) and the rules promulgated by the Federal Trade Commission (“FTC”). As described below in the section entitled “— Conditions of the Merger”, the obligations of the parties to effect the merger are subject to, among other things, the waiting period (and any extension thereof) applicable to the merger under the HSR Act having been terminated or expired and the receipt of certain other regulatory approvals, including regulatory approvals from the U.S. Department of Transportation (“DOT”) and the Federal Communications Commission (“FCC”), as well as antitrust approvals in the European Union, the People’s Republic of China, the Republic of Korea and Japan. Both the Company and Parent filed their respective Notification and Report Forms with the FTC and the Antitrust Division of the DOJ on August 12, 2022. On September 12, 2022, Parent withdrew its filing and refiled on September 14, 2022 in order to provide the FTC and the Antitrust Division of the DOJ with an additional 30-day period to review the filings. The waiting period applicable to the consummation of the merger under the HSR Act expired on October 14, 2022. The parties also made the required filings with the European Union on September 13, 2022, the People’s Republic of China on September 16, 2022, the Republic of Korea on September 26, 2022 and Japan on September 30, 2022. Antitrust clearance in the People’s Republic of China was received on October 13, 2022.

Appraisal Rights

(page 79)

No Solicitation

(page 107)

Conditions of the Merger

(page 117)

Termination of the Merger Agreement

(page 118)

Termination Fees

(page 120)

Parent will be required to pay to the Company the Parent termination fee of $227.4 million if (i) the Company terminates the merger agreement pursuant to the provisions described in the third bullet point described above in the section entitled “— Termination of the Merger Agreement — Termination by the Company” or (ii) if Parent terminates the merger agreement pursuant to the provisions described in the first bullet point described above in the section entitled “— Termination of the Merger Agreement — Termination by Either the Company or Parent” and at such time the Company could have terminated the merger agreement pursuant to the provisions described in the third bullet point described above in the section entitled “— Termination of the Merger Agreement — Termination by the Company”.

Current Price of Common Stock

Where You Can Find Additional Information

(page 129)

You can find more information about the Company in the periodic reports and other information we file with the SEC. The information is available at the website maintained by the SEC at www.sec.gov.