UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 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): April 20, 2020

 

 

Mesa Air Group, Inc.

(Exact Name of Registrant as specified in its charter)

 

 

  

 

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ 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:

 

 

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  ☒

 

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.  ☒

 

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Mesa Air Group, Inc. (“Mesa” or the “Company”) issued a press release on April 20, 2020 regarding the expected receipt of assistance from the United States Department of the Treasury (the “Treasury Department”) through the Payroll Support Program under the CARES Act. A copy of that press release is attached as Exhibit 99.1 hereto and incorporated herein in its entirety by its reference.  On April 21, 2020, the Company received notification from the Treasury Department that its application for funds under the Payroll Support Program has been approved and that it would receive an initial payment of $30.8 million within three business days.  The remaining $61.6 million is scheduled to be paid to Mesa in four equal payments from June to September 2020.  

 

Cautionary Statement Regarding Forward-Looking Statements:

 

Certain statements included in and incorporated by reference in this Current Report on Form 8-K are forward-looking, including, but not limited to, Mesa’s expectations regarding the receipt of the full amount of funds it has been approved for pursuant to the Payroll Support Program under the CARES Act, the final terms of the grant issued through such program and the CARES Act, and the prospect that Mesa may apply for other federal loans through a separate program under the CARES Act. These statements reflect the Company's current expectations and beliefs with respect to certain current and future events.  Words such as "expects," “may,” "will," "plans," "anticipates," “expects,” "remains," and "believes" and similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

 

 

 

 

 

 

 

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SIGNATURES

 

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

 

 

 

Exhibit 99.1

 

Mesa Air Group to Receive Assistance from Treasury Department Under Payroll Support Program

 

PHOENIX, April 20, 2020 (GLOBE NEWSWIRE) -- Mesa Air Group, Inc. (NASDAQ: MESA) today announced the company expects to receive $92.5 million in assistance from the Treasury Department under the Payroll Support Program as part of the Coronavirus Aid, Relief and Economic Security (CARES) Act.

 

The funds can only be used for the continuation of payment of employee wages, salaries, and benefits for the period April 1, 2020, to September 30, 2020. The company is finalizing the agreements with the Treasury Department and expects it will be completed shortly.

 

“We’d like to thank President Trump and Treasury Secretary Mnuchin for taking decisive action at this critical juncture,” said Jonathan Ornstein, Mesa Air Group Chairman and CEO. “We also want to thank our partners, United and American, the Regional Airline Association, and labor leaders Sara Nelson, President of the Association of Flight Attendants, and Captain Joe DePete, President of the Air Line Pilots Association, for working together to make this happen.”

 

Ornstein continued, “This aid may well serve as the bridge that allows the industry to survive and give us the means to continue to provide the safest mass transportation system in history. Most importantly, we’d like to thank all of our employees, particularly those on the front lines who are continuing to provide outstanding service in the face of this crisis.”

 

The company has agreed to certain conditions under the program, such as: prohibitions against involuntary furloughs and reductions in employee pay rates and benefits through September 30, 2020; the elimination of share repurchases and dividends until September 30, 2021; and limits on executive compensation until March 24, 2022. Because the amount of payroll support is less than $100 million, the company will not be required to enter into a loan or equity agreement with the Treasury Department.  

 

The company is also considering applying for federal loans through a separate program under the CARES Act.

 

About Mesa Air Group, Inc.

Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 135 cities in 39 states, the District of Columbia, Canada, Mexico, Cuba and the Bahamas. As of March 31st, 2020, Mesa operated a fleet of 145 aircraft with an average of

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approximately 662 daily departures and 3,600 employees. Mesa operates all of its flights as either American Eagle or United Express flights pursuant to the terms of capacity purchase agreements entered into with American Airlines, Inc. and United Airlines, Inc.

Investor Relations
Brian Gillman
investor@mesa-air.com

Media
Jack Hellie
media@mesa-air.com