공시 • Nov 26
Republic Airways Holdings Inc. completed the acquisition of acquire Mesa Air Group, Inc. (NasdaqCM:MESA) in a reverse merger transaction.
Republic Airways Holdings Inc. entered into a definitive agreement to acquire Mesa Air Group, Inc. (NasdaqCM:MESA) in a reverse merger transaction on April 4, 2025. The transaction is an all-stock transaction. The combined company will be led by Republic's executive leadership team. The Board of Directors will be comprised of six existing directors from the Republic Board of Directors and one independent director from the Mesa Board of Directors. Upon closing of the transaction, Republic shareholders will own 88% of the combined company's common shares. Mesa shareholders will own a minimum of 6%, and up to 12% of the combined company dependent upon Mesa's achievement of certain pre-closing criteria. The combined company is expected to produce revenues of approximately $1.9 billion, pretax margins of 7% to 9%, excluding one-time merger and integration costs, and adjusted EBITDA in excess of $320 million. As part of the transaction, Mesa will not contribute any debt to the combined airline. The pro forma cash and debt balances post-merger are forecasted to be $285 million and $1.1 billion, respectively. All outstanding Mesa debt obligations will be extinguished as a result of the transaction. Concurrently with the execution and delivery of the Merger Agreement, Mesa, Republic and United Airlines, Inc. ("United"), among other parties, entered into a Three Party Agreement (the "Three Party Agreement"), pursuant to which, among other things: (i) Mesa will take certain actions at or prior to the closing of the Merger to dispose of certain assets, extinguish certain liabilities and effectuate certain related transactions; and (ii) United will take certain actions at or prior to the closing of the Merger to facilitate Mesa's actions in the foregoing clause (i). The combined company will be led by Republic's executive leadership team. The Board of Directors will be comprised of six existing directors from the Republic Board of Directors and one independent director from the Mesa Board of Directors. Upon closing, the combined company will be renamed Republic Airways Holdings Inc. and is expected to remain NASDAQ-listed under the new ticker symbol "RJET". If the Merger Agreement is terminated pursuant to certain termination rights, the terminating party will be required to pay a termination fee of $1.5 million to the non-terminating party.
The Merger is subject to a number of conditions, including, among others, the following, as further described in the Merger Agreement: (i) approval of the transactions contemplated under the Merger Agreement by (a) the holders of at least two-thirds of the outstanding shares of Company Common Stock entitled to vote thereon and (b) the holders of a majority of the outstanding shares of Mesa Common Stock, (ii) expiration of the waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) effectiveness of the registration statement relating to the transaction, (iv) the shares of Mesa Common Stock to be issued in the Merger being approved for listing on NASDAQ, (v) no governmental entity shall have enacted, issued, promulgated, enforced or entered any law or order that has the effect of making illegal, enjoining, or otherwise restraining or prohibiting the consummation of the transactions contemplated under the Merger Agreement, (vi) the receipt of requisite approvals from specified aviation authorities, (vii) the representations and warranties of the other party being true and correct, subject to the materiality standards contained in the Merger Agreement, (viii) material compliance by the other party with its covenants, (ix) no material adverse effect having occurred with respect to the other party since the signing of the Merger Agreement, (x) the satisfaction of certain specified conditions of the Three Party Agreement (as defined below), (xi) United Airlines, Inc. (“United”) shall not have materially breached the terms of the CPA Side Letter (as defined in the Merger Agreement) or provided Mesa or the Company with written notice of its intention not to perform or comply with any of the terms or conditions under the Go-Forward CPA (as defined in the Merger Agreement), and (xiii) the filing by Mesa of its Form 10-K for the period ended September 30, 2024 and Form 10-Q for the period ended December 31, 2024, effectiveness of registration statement and The shares of Parent Common Stock issuable in the Merger shall have been approved for listing on NASDAQ. As of July 10, 2025, Mesa filed a registration statement on Form S-4 and S-1 with the U.S. Securities and Exchange Commission. The registration statement has not yet become effective, and the information contained therein is subject to change. The related securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The shareholders of Mesa Air approved the transaction on a meeting held on November 17, 2025. The transaction is expected to close on November 19, 2025. The merger is expected to close on November 25, 2025, with Common Stock to trade under the Nasdaq symbol: RJET following Merger close.
Jonathan Corsico, Benjamin Bodurian, Joshua Bonnie, Jonathan Ozner, Laurence Moss, Benjamin Rippeon, Sara Razi, Preston Miller, Lori Lesser, Christopher Brown, Ryan Stott, Kelly Karapetyan, Krista McManus, Timothy Gallagher and Steven DeLott of Simpson Thacher & Bartlett LLP is serving as legal advisor and Goldman Sachs & Co. LLC is serving as financial advisor to Republic Airways. FTI Capital Advisors, LLC is serving as financial advisor to Mesa Air Group. Richard M. Pachulski and John W. Lucas of Pachulski Stang Ziehl & Jones LLP and Gregory R. Hall, Keith Ranta and Rita M. Patel of DLA Piper LLP are serving as legal counsel to Mesa. Kevin Lewis, Suresh T. Advani, John W. Stribling and Atman Shukla of Sidley Austin LLP is serving as legal counsel to United. Jennifer Lippoldt of Computershare, Inc. acted as transfer agent for Mesa Air Group, Inc.
Republic Airways Holdings Inc. completed the acquisition of acquire Mesa Air Group, Inc. (NasdaqCM:MESA) in a reverse merger transaction on November 25, 2025. As of today, the combined company will trade under the ticker RJET on the NASDAQ Global Select Market.