Item 8.01 Other Events.
Letter Agreement Regarding Sale of Aircraft
On August 9, 2022, Mesa Air Group, Inc. (the "Company") entered into a letter
agreement (the "Letter Agreement") regarding the sale of 18 CRJ-700 aircraft
owned by the Company to a third party. Pursuant to the Letter Agreement, the
parties will agree to the specific terms of the purchase and sale of each
aircraft in a definitive aircraft purchase agreement. The consummation of the
purchase and sale of each aircraft is currently expected to take place prior to
December 31, 2022.
Pursuant to the Letter Agreement, the definitive aircraft purchase agreement
will provide that each aircraft shall be delivered "as is, where is" subject to
and with the benefit of a related lease agreement. However, the Company will
provide customary representations and warranties for a transaction of this
nature in the definitive aircraft purchase agreement, such as due authorization,
no conflicts, validity of agreement, regulatory matters, good and marketable
title, airworthiness, no liens, aircraft records, manufacturer warranties, and
no brokers' fees. 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 documentation, board approval of each party, and the
buyer's satisfactory inspection of the aircraft.
Amendment to Capacity Purchase Agreement with United
On August 9, 2022, the Company's wholly owned subsidiary, Mesa Airlines, Inc.
("Mesa"), entered into a Fourth Amendment (the "Amendment") to the Second
Amended and Restated Capacity Purchase Agreement, dated as of November 4, 2020,
between United and Mesa (the "United CPA"). The Amendment provides, among other
things, that United may remove from the scope of the United CPA certain E175LL
Covered Aircraft (as defined in the United CPA) set forth on a specified
schedule thereto after giving proper notice to the Company, and amends certain
remedies that apply in the event of a Termination Event (as defined in the
United CPA). The Amendment will be effective upon the earlier to occur of (i)
August 31, 2022, and (ii) the date (if any) on which the Company enters into a
definitive aircraft purchase agreement in accordance with the terms of the
Letter Agreement.
The foregoing description of the Amendment and the transactions contemplated
thereby does not purport to be complete and is qualified in its entirety by
reference to the full text of the Amendment, which we expect to file as an
exhibit to our Annual Report on Form 10-K for the fiscal year ending September
30, 2022, subject to applicable requests for confidential treatment with respect
to certain portions of the Amendment.
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