M&A - MESA AIR GROUP INC

Form Type: 10-Q

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000095017025075201

Filing Summary: Mesa Air Group, Inc. filed its Form 10-Q for the quarterly period ending March 31, 2025. The company reported financial challenges, including a significant net loss of $58.6 million for the quarter. The total operating revenues were $94.7 million, down from $131.6 million in the previous year. The report outlines a merger agreement with Republic Airways Holdings Inc as a strategic move to stabilize operations amidst financial losses and declining performance. Current liabilities increased to $202.0 million compared to the previous quarter, indicating growing financial pressures. The report also highlights a focus on cost management and the challenges of retaining qualified personnel in the airline industry. Mesa has continued to face competitive pressures and operational constraints under its agreement with United Airlines. The document underscores the need for continued adaptation to market conditions and financing strategies to navigate upcoming fiscal challenges.

Form Type: 10-Q

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000095017025073787

Filing Summary: Mesa Air Group, Inc. filed a 10-Q report detailing its financial condition as of December 31, 2024. The report includes a comprehensive overview of the company's revenues, indicating a decrease from $118.8 million in the previous year to $103.2 million. It also outlines the operational losses attributed to increased operating expenses totaling $214 million, leading to a net loss of $114.6 million. The company has $383.6 million in total assets but carries significant liabilities of $387.6 million, predominantly due to long-term debt totaling $83.8 million. Additionally, the report highlights ongoing obligations and commitments, including a merger agreement with Republic Airways Holdings Inc. and various capacity purchase agreements with United Airlines. The forward-looking statements express uncertainties surrounding operational performance, capacity agreements, and financial stability.

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000119312525075909

Filing Summary: On April 4, 2025, Mesa Air Group, Inc. entered into a Merger Agreement with Republic Airways Holdings Inc. The agreement outlines the merger process where Republic Airways will merge into Mesa Air Group, with Mesa being the surviving corporation. Before the merger becomes effective, Mesa will convert from a Nevada corporation to a Delaware corporation. At the effective time, shareholders of Republic Airways will receive 584.90 shares of Mesa Common Stock for each share of Republic Airways Common Stock they hold. The agreement details the treatment of equity awards, including the acceleration of vesting for certain RSUs and the conversion of unvested RSUs into restricted stock awards. The merger is contingent upon several conditions, including stockholder approvals and regulatory clearances. Additionally, a Three Party Agreement was entered into with United Airlines as part of the merger transactions.

Form Type: 8-K

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525075908

Filing Summary: On April 4, 2025, Mesa Air Group, Inc. entered into a Merger Agreement with Republic Airways Holdings Inc. whereby Republic will merge into Mesa, with Mesa continuing as the surviving corporation. Immediately prior to the merger, Mesa will convert from a Nevada corporation to a Delaware corporation. Each share of Republic's common stock will be converted into 584.90 shares of Mesa's common stock. The merger is subject to various conditions, including stockholder approvals and regulatory compliance. The document also details the effects on equity awards and the procedures for handling vested and unvested restricted stock units. Additionally, a Three Party Agreement was established alongside the merger to manage certain asset dispositions and liabilities. A joint press release was issued on April 7, 2025, announcing the execution of the Merger Agreement, and a future proxy statement will be filed with the SEC to provide further details regarding the proposed merger.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000090514825001156

Filing Summary: On April 4, 2025, Mesa Air Group, Inc. (the 'Issuer') entered into a Merger Agreement with Republic Airways Holdings Inc. ('Republic Airways'). According to the terms of the Merger Agreement, Republic Airways will merge with Mesa Air Group, which will continue as the surviving entity. At the effective time of the merger, each share of Republic Airways' common stock will be converted into the right to receive 584.90 shares of Mesa Air Group's common stock. The completion of the merger is contingent on several conditions, including compliance with terms set forth in a Three Party Agreement involving Mesa Air Group, Republic Airways, and United Airlines. Key stipulations of this agreement include specific actions desired from Mesa Air Group prior to the merger's closing, the facilitation of these actions by United, the termination of the CPA, and a primary issuance of new shares amounting to 6% post-merger. Additionally, details of the agreements involved are disclosed through exhibits included in this filing.