Mesa Air Group announced that its shareholders voted to approve the merger with Republic Airways Holdings, Inc., with 29,695,963 votes in favor, 185,635 against, and 37,271 abstentions. The vote represented 99.25% of the votes cast and was supported by 71.4% of the shares entitled to vote, giving the transaction a strong mandate from the ownership base.
The merger is subject to customary regulatory approvals, including from the Department of Transportation and the Department of Justice, and other closing conditions. Management expects the transaction to close within the week following the filing of a Form 8‑K that certifies the results, indicating a swift regulatory review process.
Mesa’s decision to merge is driven by the need to address a significant debt burden and to meet Nasdaq’s listing requirements after past reporting delays. The combined entity will operate a unified fleet of roughly 310 Embraer 170/175 aircraft, creating a larger, more financially stable regional carrier. The merger also strengthens Mesa’s partnership with United Airlines, which will continue to operate under a new 10‑year capacity purchase agreement and had previously taken a 10% stake in Mesa in January 2023.
Financially, the combined company is projected to generate annual revenues between $1.8 billion and $2 billion, with pro‑forma cash balances around $285 million and debt near $1.1 billion. Republic shareholders will own the majority of the combined company—approximately 88%—while Mesa shareholders will hold between 6% and 12%, depending on pre‑closing criteria. All outstanding Mesa debt obligations will be extinguished, providing immediate balance‑sheet relief.
Jonathan Ornstein, Mesa’s Chairman and CEO, said the vote “confirms the strategic value of combining Mesa and Republic and positions the combined company for enhanced scale and long‑term stability.” Bryan Bedford, Republic’s CEO, added that the merger creates “a single, well‑capitalized, public company” that can better serve its airline partners.
The merger reflects a broader trend of consolidation in the regional airline sector, driven by pilot shortages, rising operational costs, and the need for economies of scale. Both airlines’ shared focus on Embraer E‑Jets and their complementary route networks make the combination a natural fit, while regulatory scrutiny remains a key factor as the Department of Transportation reviews the final approval.
The content on BeyondSPX is for informational purposes only and should not be construed as financial or investment advice. We are not financial advisors. Consult with a qualified professional before making any investment decisions. Any actions you take based on information from this site are solely at your own risk.