Mesa Air issues 10% of stock to United, grants board seat and restricts strategic actions

REPUBLIC AIRWAYS HOLDINGS INC.

Issued 4,042,061 shares (10% of outstanding) to United under amended capacity purchase agreement dated Dec 27, 2022.
Bylaws amended to allow United to designate one board member as long as it holds at least 5% of stock.
Board restricted from mergers, asset sales, or new lines of business until Jan 2026 or unless a deal with another major carrier occurs.
United granted preemptive rights to purchase its pro-rata share of any future equity issuances by Mesa.
Mesa agreed to use reasonable best efforts to file an S-3 registration statement for resale of the shares.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

REPUBLIC AIRWAYS HOLDINGS INC.: Added Section 3.15 granting United the right to designate one board member if holding at least 5% of shares; added Section 3.16 restricting certain board actions until January 1, 2026 or earlier conditions (effective 2023-01-13).

Change: bylaw amendment
Effective: 2023-01-13

Exact text from the filing

On January 13, 2023, the Company’s Board of Directors approved a resolution to amend the Company’s Amended and Restated Bylaws (the “Bylaws”) effective on that date.

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REPUBLIC AIRWAYS HOLDINGS INC. filing history →

Source: SEC EDGAR

accession 0001193125-23-012060

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