8-K
filed December 18, 2025, 6:59 PM ET
ticker AIRT
CIK 0000353184
M&A
confidence high
sentiment neutral
materiality 0.85
AIR T INC (AIRT): M&A transaction — Air T completes acquisition of Australian regional airline Rex for $1 plus ~A$108M liabilities
AIR T INC
- Acquired all outstanding stock of Regional Express Holdings (Rex) for $1 cash and assumption of ~A$108M liabilities; court-approved Dec 11, 2025.
- Issued US$40M 11.5% senior secured note to Honeywell funds due 2031 to finance A$50M credit facility for Rex at 12% interest.
- Commonwealth of Australia remains secured creditor with ~A$108M perpetual facility and provides additional A$60M for fleet overhaul.
- Rex currently operates ~31 Saab 340 aircraft; plans to increase to 45 within two years using new financing.
- Warrants issued to three executives for up to 19% equity in acquisition subsidiary with nominal exercise price.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
AIR T INC incurred credit facility of A$50,000,000 with Rex Express at 12.0% per annum maturing five years from the date of closing.
- Instrument
- credit facility
- Principal
- A$50,000,000
- Counterparty
- Rex Express
- Rate
- 12.0% per annum
- Maturity
- five years from the date of closing
- Event
- incurrence
Exact text from the filing
The New Cap Note Facility provides a A$50,000,000 line of credit, matures five years from the date of closing, and bears interest at 12.0% per annum.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
AIR T INC incurred senior notes of US$40,000,000 with Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Fund at 11.5% per annum maturing December 15, 2031.
- Instrument
- senior notes
- Principal
- US$40,000,000
- Counterparty
- Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Fund
- Rate
- 11.5% per annum
- Maturity
- December 15, 2031
- Event
- incurrence
Exact text from the filing
Acquisition 25.1 issued to the Investors a 11.5% Senior Secured Note due December 15, 2031 in the aggregate principal amount of US$40,000,000
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AIR T INC completed an acquisition involving Regional Express Holdings Limited for $1.00 and assumption of approximately A$108,000,000 in liabilities (closed 2025-12-17).
- Action
- acquisition
- Counterparty
- Regional Express Holdings Limited
- Consideration
- $1.00 and assumption of approximately A$108,000,000 in liabilities
- Closing
- 2025-12-17
Exact text from the filing
On December 17, 2025, the Company, through Rex Acquisition, completed the acquisition of all of the outstanding capital stock of Regional Express Holdings Limited ("Rex Express") for cash consideration of $1.00 and the assumption of Rex Express’s liabilities.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
AIR T INC entered into Syndicated Loan Note Subscription Agreement – Project Mustang with Lending 25.1, Regional Express and additional parties valued at A$50,000,000 (effective 2025-12-17).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Lending 25.1, Regional Express and additional parties
- Value
- A$50,000,000
- Effective
- 2025-12-17
Exact text from the filing
The New Cap Note Facility provides a A$50,000,000 line of credit, matures five years from the date of closing, and bears interest at 12.0% per annum.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
AIR T INC entered into a asset purchase with Regional Express Holdings Limited valued at $1.00 and the assumption of liabilities of approximately A$108,000,000 (effective 2025-12-17).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Regional Express Holdings Limited
- Value
- $1.00 and the assumption of liabilities of approximately A$108,000,000
- Effective
- 2025-12-17
Exact text from the filing
On December 17, 2025, the Company, through its indirect wholly-owned subsidiary Rex Acquisition, acquired all the outstanding capital stock of Rex Express for a purchase price of $1.00 plus the assumption of liabilities which, at the time of acquisition, was approximately A$108,000,000.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
AIR T INC entered into Intercreditor Deed – Regional Express Airlines with Commonwealth of Australia, 25.1 Lending (or an affiliate thereof), and P.T. Limited, as trustee (effective 2025-12-17).
- Action
- entry
- Counterparty
- Commonwealth of Australia, 25.1 Lending (or an affiliate thereof), and P.T. Limited, as trustee
- Effective
- 2025-12-17
Exact text from the filing
On December 17, 2025, the Company and certain of its subsidiaries, Rex Express and the Rex Companies, the Commonwealth of Australia, as represented by the Department of Infrastructure, Transport, Regional Development, Communications, Sport and the Arts (the “Commonwealth”), 25.1 Lending (or an affiliate thereof), and P.T. Limited, as trustee (the “Air T Security Trustee”), entered into an Intercreditor Deed – Regional Express Airlines (the “Intercreditor Deed”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
AIR T INC entered into Contingent Payment Agreement with Company, Acquisition 25.1, Rex Acquisition and the Investors valued at up to A$8,000,000.
- Action
- entry
- Counterparty
- Company, Acquisition 25.1, Rex Acquisition and the Investors
- Value
- up to A$8,000,000
Exact text from the filing
In connection with the Investor Note, the Company, Acquisition 25.1, Rex Acquisition and the Investors entered into a Contingent Payment Agreement that provides the Investors with the right to receive up to A$8,000,000 of contingent payments after the Investor Note has been repaid in full
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
AIR T INC entered into Note Purchase Agreement with Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Fund valued at $40,000,000 (effective 2025-12-15).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Fund
- Value
- $40,000,000
- Effective
- 2025-12-15
Exact text from the filing
On December 15, 2025, the Company and Acquisition 25.1, entered into a Note Purchase Agreement (the “Agreement”) with Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Fund (together the “Investors”).
View on SEC.gov
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