M&A - MESA AIR GROUP INC
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.
Document Link: View Document
Additional details:
Effective Time: 2025-04-04
Merger Ratio: 584.90
Termination Fee: 1.5 million
Post Conversion Corporation: Delaware
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.
Document Link: View Document
Additional details:
Capital Stock Effect: At the Effective Time, Republic's common stock is converted into Mesa common stock at a specified ratio.
Equity Awards Treatment: Any vested and unvested Republic RSUs will either convert to Mesa common stock or be canceled with compensation.
Conditions To Merger: Approval by stockholders, regulatory compliance, and no impediments from governmental entities.
Termination Fee: If the merger agreement is terminated under specific conditions, a termination fee of $1.5 million is due.
Three Party Agreement Details: Mesa, Republic, and United Airlines entered a Three Party Agreement outlining post-merger actions and share issuance.
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.
Document Link: View Document
Additional details:
Item 2 C: Amendment to the Initial Schedule 13D, detailing the merger agreement and asset/liability management
Merger Agreement Date: 2025-04-04
Merger Consideration: 584.90 Shares per Republic Airways share
Three Party Agreement: The Issuer will take specific actions related to asset disposition and liability management prior to merger closure.
Primary Issuance: 6% of issued and outstanding Shares post-merger available to United and others as described.
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