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): September 2, 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 September 2, 2016, Republic Airways Holdings Inc. (the "Company," or "we," or "us") entered into an amended capacity purchase agreement (the "Amendment") with American Airlines, Inc. ("American Airlines"), effectively restructuring our ongoing agreement with American Airlines to secure a substantial portion of our operational fleet.

The Amendment provides for (i) a single capacity purchase agreement that prescribes the flying commitments and obligations of Republic and American related to the legacy American and US Airways capacity purchase agreements,

(ii) permitting the removal of certain aircraft, an extension in duration of Republic’s flying for certain aircraft for American, which will facilitate Republic’s ability to favorably restructure the remaining aircraft financing obligations, and allowing for the potential restoration of service of a certain number of aircraft, subject to Republic’s ability to secure suitable financing of the aircraft, and (iii) facilitates Republic’s transition to a single air carrier operating certificate by reconfiguring 80-seat aircraft to 76-seat configuration. In addition, the Amendment also provides American the exclusive use of certain airport slots. In exchange of the Amendment and settlement of American's asserted claims, American will receive an unsecured pre-petition claim of $250 million.

The Company filed a motion in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") seeking approval of the agreements. The Company anticipates the motion will be heard before the Honorable Sean H. Lane on September 21, 2016, and the Amendment will become effective in accordance with the terms of the Amendment following issuance of the approval order by the Bankruptcy 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 September 2, 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: September 2, 2016

EXHIBIT INDEX

Exhibit NumberDescription

99.1        Press Release of Republic Airways Holdings Inc. issued on September 2, 2016.

EX-99.1

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

Revised relationship with American secures Republic’s viability and is a critical step in Republic’s reorganization.

INDIANAPOLIS - (BUSINESS WIRE) - (SEPTEMBER 2) - Republic Airways Holdings Inc. announced today that it has reached an agreement with American Airlines that secures a long-term relationship between the two airlines and today has filed a motion for its approval in the United States Bankruptcy Court for the Southern District of New York.

“This is a major milestone in our journey towards a successful restructuring. Our amended agreement with American Airlines secures a majority of our flying commitments and importantly secures the size and scope of our ongoing Ejet fleet,” said Bryan Bedford, Chairman, President and CEO of Republic. “American’s participation in our restructuring program is paramount to our ability to implement our strategy of consolidating our air carrier operating certificates. American is a long-standing strategic partner of Republic and our relationship extends back to our initial capacity purchase agreement for regional jet operations at US Airways. We look forward to continuing to provide high levels of safe and reliable operations to American and its customers,” Bedford added.

The amended agreement provides for:

• a single capacity purchase agreement that prescribes the flying commitments and obligations of Republic and American related to the legacy American and US Airways capacity purchase agreements;

• permitting the removal of certain aircraft, an extension in duration of Republic’s flying for certain aircraft for American, which will facilitate Republic’s ability to favorably restructure the remaining aircraft financing obligations, and allowing for the potential restoration of service of a certain number of aircraft, subject to Republic’s ability to secure suitable financing of the aircraft;

• facilitates Republic’s transition to a single air carrier operating certificate by reconfiguring 80-seat aircraft to 76-seat configuration.

The parties anticipate that the motion will be heard before the Honorable Sean H. Lane on September 21, 2016. The new agreement will become effective in accordance with the terms of the Amendment following 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. Latham & Watkins LLP and Haynes and Boone, LLP are serving as American’s legal advisors and Millstein & Co. is serving as American’s financial 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, the Bahamas, and Mexico 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 Holdings317-471-2470

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 annual report on Form 10-K.