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0001159154-16-000203.txt : 20160601 0001159154-16-000203.hdr.sgml : 20160601 20160601160416 ACCESSION NUMBER: 0001159154-16-000203 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160527 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160601 DATE AS OF CHANGE: 20160601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC AIRWAYS HOLDINGS INC CENTRAL INDEX KEY: 0001159154 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 061449146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49697 FILM NUMBER: 161689154 BUSINESS ADDRESS: STREET 1: 8909 PURDUE ROAD STREET 2: SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 BUSINESS PHONE: 317-484-6000 MAIL ADDRESS: STREET 1: 8909 PURDUE ROAD STREET 2: SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 8-K 1 a8-kunitedbankruptcyagreem.htm UNITED AMENDMENT AGREEMENT Document

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 27, 2016

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 27, 2016, Republic Airways Holdings Inc. (the “Company”) and United Airlines, Inc. (“United”) reached agreement to holistically restructure the parties’ codeshare relationship. The amended agreements provide substantial and interrelated operational and economic benefits, including an increase in reimbursement rates, an extension in duration of the 38 E170 aircraft, modifications that improve our operating schedules, and revisions to the delivery schedule for the remaining E175 aircraft. Under the amended agreements, United will receive a $193 million an allowed prepetition general unsecured claim for full settlement of their claims from reduced flying due to the pilot shortage and increased costs from the new agreement. The Company filed a motion in the United States Bankruptcy Court for the Southern District of New York seeking approval of such agreements. The motion will be heard before the Honorable Sean H. Lane on June 15, 2016. The new agreements will become effective upon issuance of the approval order by the court.

A copy of the press release the Company issued to announce the above is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Republic Airways Holdings Inc. issued on May 27, 2016.

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/ Joseph P. Allman

Name: Joseph P. Allman


Title:	Senior Vice President and Chief Financial Officer

Dated: May 31, 2016

EXHIBIT INDEX

Exhibit Number Description

99.1 Press Release of Republic Airways Holdings Inc. issued on May 27, 2016.

EX-99.1 2 ex991unitedbankruptcyannou.htm PRESS RELEASE UNITED AGREEMENT Exhibit

Republic Airways Holdings Inc. and United Airlines Reach Comprehensive Agreement on a Long-Term Commercial Relationship

Revised relationship with United moves Republic closer toward achieving a successful reorganization.

INDIANAPOLIS - (BUSINESS WIRE) - (MAY 27) - Republic Airways Holdings Inc. announced today that it has reached an agreement with United Airlines that secures the long-term relationship between the two airlines. The motion filed today in the United States Bankruptcy Court for the Southern District of New York keeps Republic on a path towards achieving the goals established at the outset of this case.

“Today’s announcement further strengthens an important relationship for Republic. The agreement we have reached today once approved will secure United as a long-term strategic partner, provide significant benefits to our airline, and will preserve a reliable and on-time travel experience for United’s customers,” said Bryan Bedford, Chairman, President and CEO of Republic. “The agreement also completes a major milestone in our reorganization effort and keeps us on schedule to achieve our goal of emerging from bankruptcy by the end of the year,” Bedford added.

The parties anticipate that the motion will be heard before the Honorable Sean H. Lane on June 15, 2016. The amended agreement would provide for the uninterrupted flying of all fifty-four (54) E170s and E175s currently operated by Republic for United and also for future Ejet flying by Republic for United through term extensions to all current E170 aircraft and, subject to certain conditions, expected further deliveries of E175 aircraft under revised new delivery schedules. The new agreement will become effective upon issuance of the approval order by the court.

Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic’s legal advisors in the restructuring. Seabury Securities LLC is serving as Republic’s financial advisor. Sidley Austin LLP is serving as United’s legal advisor.

About Republic Airways

Republic Airways Holdings Inc., based in Indianapolis, is an airline holding company that owns Republic Airline and Shuttle America Corporation, collectively called “the airlines.” The airlines offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean, and the Bahamas through Republic’s fixed-fee codeshare agreements under our major airline partner brands of American Eagle, Delta Connection and United Express. The airlines currently employ about 5,800 aviation professionals. For more about Republic Airways, please visit our website at www.rjet.com.

Republic Airways Holdings 317-471-2470

Corporate Communications: CorpComm@rjet.com

Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Republic Airways Holdings' business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see the summary of risk factors contained in our earnings release.