AIR T INC (AIRT): M&A transaction — Air T completes Arena acquisition for $21.75M cash; Blue Owl invests $21.7M in Crestone Air Partners

Amendment No. 6 provides for a temporary overline revolving credit commitment under which, subject to the terms and conditions of the Alerus Credit Agreement, as amended, Alerus may make overline revolving credit loans to the Alerus Borrowers from time to time during the overline commitment period in an aggregate principal amount outstanding at any one time not to exceed the lesser of: (i) $2.8 million; and (ii) the amount by which the borrowing base exceeds total usage before giving effect to the requested loan.

(the “Company”), through its subsidiaries and affiliates, entered into and consummated a series of related agreements and transactions involving the reorganization and capitalization of its aviation asset management platform and the acquisition of Arena Aviation Partners B.V., a Netherlands private limited company (“Arena”). The transactions were completed through Crestone Air Partners, LLC, a Delaware limited liability company (“CAP”), which serves as the platform vehicle for the combined Crestone and Arena aviation asset management business.

the parties also amended CAM’s limited liability company agreement to reflect the exit of the MRC parties from the common interest holder group and to preserve certain limited investor-protective consent rights held by specified MRC investor-side entities.

the Company and AGI entered into a Redemption Agreement with CAM, pursuant to which the Company and AGI redeemed approximately 99% of their CAM common interests in exchange for CAM’s assignment to the Company and AGI of a portfolio of servicing agreement rights.

On the Closing Date, the limited liability company agreement of CAP became effective, and CAP was capitalized through contributions by its initial members. The Company and AGI contributed the servicing agreement rights received from CAM to CAP in exchange for Class A Common Units of CAP. The Company and Blue Owl Capital Inc. or an affiliate thereof contributed an aggregate of $21.7 million in cash to CAP in exchange for Class B Preferred Units of CAP. The Company also contributed $50 thousand in cash to CAP in exchange for Class A Common Units of CAP.

the Company and Aviation Growth Initiatives, LLC (“AGI”), a management-affiliated entity formed by executives of Crestone Air Partners, Inc., entered into a Membership Interest Purchase Agreement with the MRC Parties, pursuant to which the Company and AGI acquired the MRC Parties’ 10% common interest position in CAM for aggregate cash consideration of $6.2 million, with each of the Company and AGI contributing $3.1 million of the aggregate cash consideration.

On June 15, 2026, Air’Zona Aircraft Services, Inc., CSA Air, Inc., Global Ground Support, LLC, Jet Yard, LLC, Jet Yard Solutions, LLC, Mountain Air Cargo, Inc., Worldwide Aircraft Services, Inc., Royal Aircraft Services, LLC and Worthington Aviation, LLC, each a subsidiary or affiliate of the Company (collectively, the “Alerus Borrowers”), together with the Company, in its capacities as loan party agent and guarantor, entered into Amendment No. 6 to Credit Agreement and Other Loan Documents (“Amendment No. 6”) with Alerus Financial, National Association (“Alerus”), as lender. Amendment No. 6 amends that certain Credit Agreement, dated as of August 29, 2024, as previously amended, by and among the Alerus Borrowers, the Company, as loan party agent, and Alerus (the “Alerus Credit Agreement”). Amendment No. 6 provides for a temporary overline revolving credit commitment under which, subject to the terms and conditions of the Alerus Credit Agreement, as amended, Alerus may make overline re