This entry is sourced from an 8-K exhibit (Exhibit 99.1) filed by Republic Airways Holdings Inc. on December 1, 2025, announcing closing of the merger. The underlying transaction was originally announced on April 7, 2025, and was approved by Mesa stockholders on November 17, 2025, with the merger itself completing on November 25, 2025 per the press release dateline. Republic Airways Inc. will continue to support American Airlines, Delta Air Lines, and United Airlines under existing capacity purchase agreements, while Mesa Airlines will support United Airlines under a new 10-year capacity purchase agreement signed in connection with the transaction.
On financial advisory, Goldman Sachs & Co. LLC served as financial advisor to Republic Airways, while FTI Capital Advisors, LLC served as financial advisor to Mesa Air Group. Neither advisor is designated explicitly as "lead" in the release, and each appears to be the sole named financial advisor to its respective side.
On legal advisory, Simpson Thacher & Bartlett LLP served as legal counsel to Republic Airways and DLA Piper LLP served as legal counsel to Mesa Air Group. Separately, Sidley Austin LLP served as legal counsel to United Airlines, a third party to the transaction given its new capacity purchase agreement with Mesa.
The deal structure disclosed is an all-stock combination: under the terms of the merger agreement, Republic stockholders now own approximately 88% of the combined company's common stock, and Mesa stockholders will own between 6% and 12%, subject to final settlement of Mesa's pre-closing obligations. The combined company trades under the ticker RJET on the NASDAQ Global Select Market, and the two airlines will maintain parallel operations while working toward operating as a single carrier.
What is not disclosed in this filing: no aggregate dollar value or enterprise/equity valuation was stated for the transaction, consistent with its structure as a stock-for-stock combination without a fixed cash price; this press release also does not break out any termination fee, synergy targets, or financing details.
