8-K

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): March 12, 2013

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 7.01 Regulation FD Disclosure

The Company is updating its 2013 guidance.  A copy of the Company’s update presentation is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Item 7.01 is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward Looking Information

Statements regarding the Company’s operational and financial success, business model, expectations about future success, competitive environment, unit revenues, improved operational performance and our ability to maintain or improve our low costs are forward-looking statements and are not historical facts. Instead, they are estimates or projections involving numerous risks or uncertainties, including but not limited to, consumer demand and acceptance of services offered by the Company, the Company’s ability to maintain current cost levels, fare levels and actions by competitors, regulatory matters and general economic conditions. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s annual report on Form 10-K for the year ended December 31, 2011, or as supplemented in the Company’s subsequently filed periodic reports. The Company disclaims any obligation or duty to update or correct any of its forward-looking statements.

Item 8.01 Other Events.

On March 1, 2013, the Company signed Amendment No. 1, to the Company’s capacity purchase agreement (“CPA”) with American Airlines executed on January 24, 2013. The amendment reduces the number of aircraft covered under the agreement, from 53 aircraft to 47 aircraft and includes certain other economic concessions.  

American filed a motion for approval of the original CPA to be heard before the court on February 14, 2013.  The hearing on that motion was subsequently adjourned until February 26, 2013.  On February 14, 2013, US Airways and American Airlines announced a merger agreement.  On February 21, 2013, the hearing on American's motion to approve the CPA between the Company and American was adjourned to March 12, 2013. On March 12, 2013, the bankruptcy court approved the amended CPA agreement. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Presentation provided by the Company for 2013 guidance update.  

(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: March 12, 2013

EXHIBIT INDEX

Exhibit Number	Description
99.1	Presentation provided by the Company for 2013 guidance update.

EX-99.1

Republic Airways Holdings Inc. Investor Update, revised 2013 guidance March 12, 2013

Safe Harbor Disclosure 2 Statements in this presentation, as well as oral statements that may be made by officers or directors of Republic Airways Holdings Inc., its advisors, affiliates or subsidiaries (collectively or separately the “Company”), that are not historical fact constitute “forward - looking statements”. Such forward - looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to differ materially from historical results or from any results expressed or implied by the forward - looking statements. Such risks and uncertainties are outlined in the Company’s Annual Report on Form 10 - K, most recent Quarterly Report and other documents filed with the SEC from time to time. The Company cautions users of this presentation not to place undue reliance on forward - looking statements, which may be based on assumptions and anticipated events that do not materialize. Disclaimer 3/12/2013

Business & Financial Updates 3/12/2013 © Republic Airways Holdings, Inc. 3 • On March 1, 2013, the Company’s CPA agreement with American Airlines for the operation of E175 aircraft was amended, subject to RJET board approval, which was obtained on March 8, 2013, and further subject to bankruptcy court approval. • On March 12, 2013, the amended CPA was approved by the bankruptcy court. • The final accounting for Chautauqua restructuring agreements will result in lower than previously expected annual non - cash depreciation expense. This adjustment, which reduces the Company’s annual depreciation expense for small regional jets by ~$8 million over the next several years, is now included in our updated guidance for FY 2013. • The guidance on the following page would require further updates in the event additional growth opportunities arise, a Frontier transaction occurs, or a new Republic pilot labor agreement is approved and becomes effective. • No events have transpired that require an update in the FY 2013 guidance provided on 12/31/12 for the Frontier business segment.

Republic 2013 Guidance Update 4 • Guidance updated for effect of approved American CPA in 2013, amendments to US Airways and Delta CPA (transition of 50 - seat flying), final accounting of Chautauqua restructuring agreements • Results assume status quo RJET ownership of Frontier and no change in current pro - rate and administrative services agreements • Republic guidance includes some provision for a new labor agreement, but excludes potential one - time signing bonus Guidance issuance date: Low High Low High Notes Total operating revenue $1.36B $1.38B $1.40B $1.42B Increase related to AA CPA Pre-tax margin % 5.50% 6.50% 6.25% 7.25% Mostly lower ERJ Depr Aircraft rents $125M $130M $125M $130M New aircraft are debt financed Depreciation $155M $160M $155M $160M AA E175 Depr offset by lower ERJ Depr Interest expense $105M $110M $110M $115M AA E175 Interest Principal repayments $185M $190M $190M $195M AA E175 Debt payments Investment in new aircraft, net N/A N/A $90M $100M Aircraft equity and PDPs, net of credits Projected Cash Change $35M $40M ($50M) ($40M) Investment in new E175s Available Seat Miles (MM) Departures Block Hours Changes related mostly to AA CPA 12/31/2012 3/12/2013 13,672 442,000 772,100 13,990 455,000 780,000