SEC Info - Mesa Air Group Inc. - ‘8-K’ for 10/5/22

SEC Info℠

Home

Help

Please Sign In

Mesa Air Group Inc. – ‘8-K’ for 10/5/22

On: Wednesday, 10/5/22, at 1:57pm ET · For: 10/5/22 · Accession #: 1564590-22-33552 · File #: 1-38626

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/05/22  Mesa Air Group Inc.               8-K:1      10/05/22   10:157K                                   ActiveDisclosure/FA

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     33K 
 5: R1          Document and Entity Information                     HTML     49K 
 8: XML         IDEA XML File -- Filing Summary                      XML     11K 
 6: XML         XBRL Instance -- mesa-8k_20221005_htm                XML     15K 
 7: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 3: EX-101.LAB  XBRL Labels -- mesa-20221005_lab                     XML     60K 
 4: EX-101.PRE  XBRL Presentations -- mesa-20221005_pre              XML     36K 
 2: EX-101.SCH  XBRL Schema -- mesa-20221005                         XSD     18K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
10: ZIP         XBRL Zipped Folder -- 0001564590-22-033552-xbrl      Zip     13K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C: C: C: C: C:

i false i 0000810332 0000810332 2022-10-05 2022-10-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): i October 5, 2022

i Mesa Air Group, Inc.
(Exact name of registrant as specified in its charter)

i Nevada	i 001-38626	i 85-0302351
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

	i 410 North 44th Street, i Suite 700		i 85008
	i Phoenix, i Arizona		(Zip Code)
	(Address of principal executive offices)

( i 602) i 685-4000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange of Which Registered
i Common Stock, no par value		i MESA		i Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company i ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. i ☒

Item 1.01. Entry into a Material Definitive Agreement.

On September 27, 2022, Mesa Air Group, Inc. (the “Company”), its wholly owned subsidiary, Mesa Airlines (“Mesa”), and United Airlines, Inc. (“United”) entered into an Aircraft Purchase Agreement (the “Purchase Agreement”), which provides for the sale of 18 CRJ-700 aircraft owned by Mesa to United. The Company expects the net proceeds from the sale of such aircraft will be approximately $50,000,000.

The Purchase Agreement provides that each aircraft will be delivered “as is, where is” subject to and with the benefit of a related lease agreement. Under the terms of the Purchase Agreement, the Company is providing customary representations and warranties for a transaction of this type including authorization, no conflicts, validity of agreement, regulatory matters, good and marketable title, airworthiness, no liens, aircraft records, manufacturer warranties, and no brokers’ fees. United has agreed to deposit a specified sum per aircraft with FAA counsel, to be applied toward the purchase of each aircraft. The closing of the sale of each aircraft is subject to certain customary closing conditions, including the execution of mutually acceptable sale and lease assignment and assumption documentation, and United’s satisfactory inspection of the aircraft. The Purchase Agreement provides for a downward adjustment in the purchase price based on a formula set forth therein if the closing date in respect of an aircraft occurs after January 31, 2023.

The foregoing descriptions of the Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, which will be filed as an exhibit to the Company’s Form 10-K for the fiscal year ended September 30, 2022.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 5, 2022	MESA AIR GROUP, INC.

	By:	/s/ *Brian S. Gillman*
	Name:	Brian S. Gillman
	Title:	Executive Vice President and General Counsel

Dates Referenced Herein

This ‘8-K’ Filing	Date	Other Filings

	1/31/23	None on these Dates
Filed on / For Period end:	10/5/22
	9/30/22
	9/27/22
		List all Filings

↑Top

Filing Submission 0001564590-22-033552 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)