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): May 11, 2012
Republic Airways Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-49697 | 06-1449146 |
| (Commission File Number) | (IRS Employer Identification No.) |
8909 Purdue Road
Suite 300
Indianapolis, IN 46268
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (317) 484-6000
None.
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 1.01 Entry into a Material Definitive Agreement
On May 14, 2012, Republic Airways Holdings Inc. (the “Company”) announced that its wholly-owned subsidiary Republic Airline Inc. (“Republic”) had reached a tentative agreement with Continental Airlines, Inc. to operate 32 Q400 aircraft under the United Express brand. The eight year agreement includes the four Q400 aircraft that Republic currently operates under pro-rate service in Denver for Frontier Airlines, Inc. plus 28 additional aircraft Colgan Air is rejecting in its Chapter 11 reorganization. The agreement is contingent on completing negotiations and reaching binding agreements with aircraft lessors and maintenance providers, which is expected to occur during the second quarter of 2012. The agreement is expected become effective in the third quarter of 2012.
A copy of the Company’s press release, dated May 14, 2012, announcing the agreement is filed herewith as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release of Republic Airways Holdings Inc. dated May 14, 2012 |
(All other items on this report are inapplicable.)
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.
| REPUBLIC AIRWAYS HOLDINGS INC. | |||
| By: | /s/ Timothy P. Dooley | ||
| Name: | Timothy P. Dooley | ||
| Title: | Senior Vice President and Chief Financial Officer | ||
Dated: May 17, 2012
Exhibit index
| Exhibit Number | Description | |
| 99.1 | Press Release of Republic Airways Holdings Inc. dated May 14, 2012 |
| For Immediate Release | Republic Airways |
| Media Contact: | |
| Peter Kowalchuk | |
| 317-471-2470 | |
| rjetmedia@rjet.com |
Republic Airlines to Operate 32 Q400s as United Express
Aircraft transition to begin in August
Indianapolis, Indiana(May 14, 2012) – Republic Airways Holdings Inc. (NASDAQ: RJET) today announced that its Republic Airlines subsidiary has reached a tentative agreement to operate 32 Bombardier Q400 aircraft under the United Express brand. The Capacity Purchase Agreement is expected become effective in the third quarter of 2012 and continue for approximately eight (8) years. The tentative agreement includes 28 aircraft currently in operation at Colgan Air and four aircraft currently operated by Republic in its brand division.
The agreement with Republic is contingent on completing negotiations and reaching binding agreements with aircraft lessors and maintenance providers, which is expected to occur during the second quarter of 2012.
"We are confident our experience with the Q400 turboprop aircraft will translate to a level of service that will meet the high expectations of Unitedand their customers,"said Republic Chairman, President and CEO Bryan Bedford. "We look forward to working with United on this important project."
“We are pleased to reach this agreement with Republic, which will allow United to deliver quality regional air service that our customers expect and deserve,” said Alexandria Marren, senior vice president for Network Operations and United Express.
About Republic Airways Holdings
Republic Airways Holdings, based in Indianapolis, Indiana, is an airline holding company that owns Chautauqua Airlines, Frontier Airlines, Republic Airlines and Shuttle America, collectively “the airlines.” The airlines offer scheduled passenger service on nearly 1,500 flights daily to 132 cities in 43 states, The Bahamas, Canada, Costa Rica, Dominican Republic, Jamaica, and Mexico under branded operations at Frontier, and through fixed-fee airline services agreements with five major U.S. airlines. The fixed-fee flights are operated under an airline partner brand, such as AmericanConnection, Continental Express, Delta Connection, United Express, and US Airways Express. The airlines currently employ approximately 10,000 aviation professionals and operate 278 aircraft.