Exhibit 99
For Immediate Release Contact: Rick DeLisi
February 20, 2004 Director, Corporate Communications
Page 1 of 2 (703) 650-6019
Atlantic Coast Airlines Holdings, Inc. Announces
Pricing of its $125 Million Convertible Senior Notes
Dulles, VA, (February 20, 2004) - Atlantic Coast Airlines
Holdings, Inc. (Nasdaq/NM: ACAI), parent of Atlantic Coast
Airlines (ACA), today announced the pricing of its offering
of $125 million of 6% Convertible Notes due 2034 to
qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933. The sale of the notes is
expected to close on February 25, 2004. These notes are
convertible into Atlantic Coast Airlines Holdings, Inc.,
common stock at a conversion rate of 90.2690 shares per
$1,000 principal amount of notes (equal to an initial
conversion price of approximately $11.08 per share), subject
to adjustment in certain circumstances. Holders of the notes
may convert their notes only if: (i) the price of the
Atlantic Coast Airlines Holdings, Inc.'s common stock
reaches a specified threshold; (ii) the trading price for
the notes falls below certain thresholds; (iii) the notes
have been called for redemption; or (iv) specified
corporate transactions occur.
Atlantic Coast Airlines Holdings, Inc., may redeem all or
some of the notes for cash at any time on or after February
20, 2007, at specified redemption prices plus accrued and
unpaid interest, if any, to the redemption date. Holders may
require Atlantic Coast Airlines Holdings, Inc., to
repurchase the notes on February 15 of 2009, 2014, 2019,
2024 and 2029 at a repurchase price equal to the principal
amount plus accrued and unpaid interest, if any, to the
repurchase date. The Company has granted the initial
purchaser of the notes a 30-day option to purchase up to an
additional $25 million principal amount of the notes. The
company intends to use the net proceeds of this offering for
working capital and general corporate purposes, including,
without limitation, for purchasing aircraft, financing the
acquisition of aircraft, paying security deposits and pre-
payment obligations on aircraft.
This press release does not constitute an offer to sell or
the solicitation of an offer to buy securities and shall not
constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is
unlawful. The notes and the common stock issuable upon
conversion of the notes have not been registered under the
Securities Act of 1933 or applicable state securities laws
and, unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from the
registration requirements of the Securities Act and
applicable state securities laws.
ACA currently operates as Delta Connection and United
Express in the Eastern and Midwestern United States as well
as Canada. On July 28, 2003, ACA announced plans to
establish a new, independent low-fare airline to be based at
Washington Dulles International Airport-to be called
Independence Air. The company has a fleet of 144
aircraft-including a total of 120 regional jets-and offers
800 daily departures, serving 80 destinations. ACA employs
approximately 4,100 aviation professionals.
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Statements in this press release and by Company executives
regarding its implementation of new business strategies, as
well as regarding operations, earnings, revenues and costs,
represent forward-looking information. A number of risks and
uncertainties exist which could cause actual results to
differ materially from these projected results. These risks
and uncertainties are more fully disclosed under "Risk
Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2003. These statements are made as of February
20, 2004 and Atlantic Coast Airlines Holdings, Inc.
undertakes no obligation to update any such forward-looking
information, including as a result of any new information,
future events, changed expectations or otherwise.