Air Transport Services Group (ATSG) has agreed to sell its passenger airline subsidiary, Omni Air International, to private company OAI Holdings, LLC, as the aviation group sharpens its strategic focus on air cargo transportation, aircraft leasing, maintenance and related logistics services.
The transaction, announced by ATSG on September 28, will remove Omni’s passenger ACMI and charter operations from the group and allow ATSG to concentrate its resources on what it describes as its core air cargo and related aviation-services businesses. Financial terms were not disclosed.
The deal is subject to customary closing conditions, including regulatory approval, and is expected to close in the fourth quarter of 2026 or early 2027. ATSG said the transaction is not subject to a financing contingency.
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Strategic shift towards cargo
ATSG President and CEO Greg Mays said the company had been assessing strategic options for Omni as it evaluated the opportunities available in air cargo.
“This transaction allows us to focus our resources more fully on serving that market and related customers.”
Mays added that OAI Holdings’ aviation experience made it an appropriate new owner for Omni and its customers.
Once the transaction is completed, ATSG’s portfolio will be centred on air cargo transportation, aircraft leasing, and related maintenance and logistics services, according to the company.
The move follows other recent changes to ATSG’s commercial strategy. Earlier in September, the group announced that ABX Air had entered into a long-term agreement with Global Aviation Link to operate a Boeing 767-300 freighter under an ACMI arrangement. ATSG said the agreement forms part of an evolving Airlines & Services strategy focused on expanding charter opportunities while connecting customers with flexible operating and support solutions.
Omni’s passenger aviation business
Founded in 1993, Omni Air International specialises in passenger ACMI and charter services.
The airline provides customised charter services to commercial and government customers and supplies aircraft and operating support to airlines through ACMI wet leasing. Its services also include airline start-up support, route development and aircraft management.
Omni is headquartered at Tulsa International Airport in Oklahoma and operates as an FAR Part 121 and IOSA-registered airline. ATSG said the carrier flies passenger charters to more than 80 countries annually, primarily supporting US and allied governments, scheduled airlines and charter customers.
Its passenger fleet includes Boeing 777-200ER, 767-300ER and 767-200ER aircraft.
ATSG acquired Omni in 2018, adding the passenger charter and ACMI business to a group whose activities already spanned aircraft leasing, cargo operations, maintenance and other aviation support services.
Following the sale, OAI Holdings intends to build on Omni’s established position in passenger ACMI and charter operations.
ATSG puts cargo at the centre
ATSG has developed an integrated business model covering aircraft leasing, cargo and passenger airline operations, maintenance and support services.
Its cargo-related operations include ABX Air and Air Transport International, while Cargo Aircraft Management provides aircraft leasing capabilities. The group also operates Airborne Maintenance & Engineering Services and other support businesses serving the aviation and logistics sectors.
ATSG describes itself as a major provider of air cargo transportation and related services, with customers including domestic and international air carriers and other companies that outsource air cargo capacity. Its leasing business has a substantial focus on converted Boeing 767 freighters.
The company’s current fleet portfolio includes Boeing 767, Airbus A321 and Airbus A330 freighters, alongside Boeing 777 and 767 passenger aircraft used for ACMI and charter operations.
The Omni transaction will therefore reduce the group’s exposure to passenger charter operations while leaving its core cargo transportation, leasing and aviation-support activities intact.
Cargo opportunities driving the decision
Mays said ATSG had been considering alternatives for Omni “given the significant opportunities in air cargo.”
That strategy is also visible in the group’s recent commercial activity. In addition to the Global Aviation Link agreement, ATSG announced new senior leadership appointments in September, including Mike Hough as Group President, Airlines & Services, and Tim Schulze as Chief Risk & Corporate Development Officer.
ATSG said the appointments were intended to strengthen its leadership team as it executes its longer-term growth strategy.
The company has also continued to position its leasing and cargo businesses around demand for outsourced aircraft capacity. Its principal operating businesses provide aircraft under ACMI, CMI and charter agreements, while its support businesses cover maintenance, logistics and material-handling services.
A change in ownership for Omni
For Omni, the transaction represents a return to independent ownership after eight years within ATSG.
OAI Holdings is described by ATSG as a private company whose management team has extensive aviation experience. The buyer intends to maintain and develop Omni’s passenger ACMI and charter platform rather than move the business into the cargo-focused strategy being pursued by ATSG.
The separation will allow the two businesses to pursue different strategic priorities: ATSG will focus more closely on cargo transportation, leasing and related services, while Omni will continue developing its passenger charter and ACMI activities under its new ownership.
Transaction expected to close by early 2027
The transaction remains subject to regulatory approval and other customary closing conditions.
Goldman Sachs & Co. LLC is serving as financial adviser to ATSG, with Simpson Thacher & Bartlett LLP and Hogan Lovells Cadwalader US LLP providing legal counsel.
OAI Holdings is being advised financially by BDT & MSD Partners, with Spencer Fane LLP serving as legal adviser.
Subject to the required approvals, ATSG expects the sale to close during the fourth quarter of 2026 or early 2027.
For the air cargo sector, the transaction is significant because it marks a clearer strategic delineation within ATSG: passenger charter and ACMI operations will move to a new owner, while the remaining group concentrates its capital, management attention and commercial development on cargo, aircraft leasing and associated aviation services.
