The transaction was structured as an all-stock merger with a fixed exchange ratio. Immediately before closing, Mesa effected a 15-for-1 reverse stock split. Each share of Legacy Republic common stock was then converted into the right to receive 38.9933 shares of the combined company's common stock (the exchange ratio, post-split-adjusted; the pre-split ratio disclosed in the registration statement was 584.90 shares of Mesa common stock per Republic share). Based on the Exchange Ratio and Mesa's $0.71 closing stock price on April 4, 2025 (the date the merger agreement was signed), each Republic share was implied to be worth approximately $415.34 at signing; because the exchange ratio is fixed, that implied value moved with Mesa's share price between signing and closing, and no aggregate dollar transaction value, enterprise value, or valuation multiple has been disclosed in the source filings. Upon closing, the combined company had approximately 46.9 million shares of common stock outstanding, including 1,264,210 restricted shares subject to vesting and 2,853,454 escrow shares.
Under the terms of the merger, Legacy Republic stockholders received approximately 88% of the combined company's common stock, and pre-closing Mesa stockholders retained approximately 6%, together representing 94% of the company immediately at closing. The remaining approximately 6% of shares (2,853,454 shares) were placed into escrow for later allocation under a separate Three Party Agreement, dated April 4, 2025, among Mesa, Legacy Republic, Mesa Airlines, Inc., United Airlines, Inc., and a Mesa Shareholder Representative. Escrow shares become available first to United Airlines in exchange for forgiveness or repayment of certain Mesa debts and obligations (estimated at $54.2 million as of closing), second to the combined company to repay certain other liabilities, and third, to the extent any remain, pro rata to pre-closing Mesa stockholders; final allocation was not complete as of the closing 8-K and depends on Mesa's share price at a future "Share Settlement Date." Combined, Mesa stockholders are expected to end up owning at least 6% and up to 12% of the company once that escrow settlement is finalized, per the companies' joint press release.
As part of the closing, Mesa Airlines and United Airlines terminated their prior capacity purchase agreement and entered into a new 10-year capacity purchase agreement (CPA) covering 60 Embraer E175 aircraft (70-76 seat configuration), under which Mesa Airlines will operate as United Express; the agreement allows United Airlines to terminate on 30 days' notice for sustained performance shortfalls (subject to cure rights) or immediately in the event of a 10-plus-day labor strike. Separately, United Airlines forgave and extinguished all of Mesa Airlines' debt and other obligations outstanding under a Second Amended and Restated Credit and Guaranty Agreement dated June 30, 2022, and Mesa Airlines repaid approximately $31.9 million (plus accrued interest and fees) to fully satisfy and terminate a separate Loan and Guarantee Agreement originally entered into with the U.S. Treasury in October 2020 and later assigned to Jefferies Capital Services, LLC, recognizing a $12.3 million gain on extinguishment in the process.
According to the companies' joint press release, the combined company becomes "the world's largest Embraer jet fleet of 310 E-Jets supporting more than 1,300 daily departures," continuing to support American Airlines, Delta Air Lines and United Airlines under existing capacity purchase agreements. David Grizzle, CEO of Republic Airways, said the merger "establishes a combined company with a common mission to provide safe, clean, and reliable service to connect people and communities across America, [and] will create value for all of our stakeholders and strengthen the regional aviation industry," adding that "Republic returns to the public markets as a well-capitalized airline with a strong strategic plan, a capable and proven workforce of aviation professionals, and a horizon bright with opportunity." Matt Koscal, President of Republic Airways, called the combination "the natural next step for Republic," stating it "continues a growth trajectory that stretches back more than five decades, makes us a stronger and more capable partner for our customers, will create new job and career opportunities for our people, and offers a compelling investment opportunity in an essential industry." The companies describe more than 8,000 aviation professionals as affected by the combination; Republic and Mesa will maintain parallel flight operations while working toward single-carrier consolidation. No dollar synergy target, cost-savings percentage, or phase-in timeline has been disclosed in the source filings.
Mesa stockholders approved the merger, the related Nasdaq stock issuance (under Nasdaq Listing Rules 5635(a) and (b)), an advisory say-on-merger-compensation proposal, and the Republic 2025 Equity Incentive Plan at a special meeting held November 17, 2025, with 29,918,869 of 41,879,859 eligible shares represented at the meeting (a quorum) and the merger proposal passing 29,695,963 votes for versus 185,635 against. The closing followed the effectiveness of Mesa's Form S-4/S-1 registration statement (File No. 333-288622), with a definitive proxy statement/prospectus dated September 30, 2025, and 36,664,653 shares of common stock were issued to Legacy Republic stockholders in an unregistered issuance (relying on Securities Act Section 4(a)(2)/Regulation D/Regulation S) ahead of the S-4/S-1 becoming effective, with the remainder registered under the S-4/S-1.
In connection with the closing, Mesa's board members Mitchell I. Gordon, Dana J. Lockhart, Jonathan G. Ornstein, Harvey W. Schiller and Spyridon P. Skiados resigned, and Mesa's pre-merger executives Jonathan G. Ornstein (CEO), Michael J. Lotz (President and CFO) and Brian S. Gillman (EVP, General Counsel and Secretary) also resigned. The reconstituted board is chaired by David Grizzle (who becomes CEO), with Ellen N. Artist, Glenn S. Johnson, Michael C. Lenz, Ruth Okediji, Barry W. Ridings and James E. Sweetnam as directors. New officers include Matthew J. Koscal (President and Chief Commercial Officer), Joseph P. Allman (SVP and CFO), Paul K. Kinstedt (SVP and COO) and Chad M. Pulley (SVP, General Counsel and Secretary). CBIZ CPAs P.C. (formerly Marcum LLP), Mesa's prior auditor, was dismissed effective November 25, 2025, and Deloitte & Touche LLP, Legacy Republic's prior auditor, was engaged as the combined company's independent registered public accounting firm.
On the advisory side, Simpson Thacher & Bartlett LLP served as legal counsel and Goldman Sachs & Co. LLC served as financial advisor to Republic Airways; FTI Capital Advisors, LLC served as financial advisor and DLA Piper LLP served as legal counsel to Mesa Air Group; and Sidley Austin LLP served as legal counsel to United Airlines, which was a key third-party stakeholder to the transaction through the Three Party Agreement, the new CPA, and the debt forgiveness described above.
The following remains undisclosed in the source filings reviewed: any aggregate dollar transaction value, enterprise value, or valuation multiple (EV/EBITDA, P/E, etc.) for the combined transaction; any specific cost-synergy dollar figure, percentage of combined cost base, or phase-in schedule; pro forma combined financial statements' headline figures (e.g., combined revenue or EBITDA); and the final resolution/allocation of the 2,853,454 escrow shares, which remained pending as of the closing 8-K and depends on Mesa's share price as of a future Share Settlement Date.