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):
August 5, 2008
Mesa Air Group, Inc.
410 North 44th Street, Suite 100
(Exact name of registrant as specified in its charter)
Phoenix, Arizona 85008
(Address of principal executive offices including zip code)
(602) 685-4000
(Registrant's telephone number, including area code)
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement.
On August 5, 2008, Mesa Air Group, Inc. (the "Company" or "Mesa") issued a press release announcing that on August 1,
2008, Delta Air Lines, Inc. ("Delta") notified the Company of its election to immediately terminate the Delta Connection
Agreement among Delta, the Company, and Mesa's wholly-owned subsidiary, Freedom Airlines, Inc. ("Freedom"), dated
as of March 13, 2007 (as thereafter amended, the "CRJ900 Connection Agreement"). The notice states that Delta is
terminating the CRJ900 Connection Agreement as a result of Freedom's alleged failure to maintain a specified on-time
arrival rate with respect to its CRJ900 Delta Connection Flights during each of the four months of March, April, May, and
June 2008, as well as Freedom's alleged failure, during the months of March, April, and June 2008 to maintain a specified
completion rate. The notice issued by Delta is accompanied by a proposed temporary agreement pursuant to which
Freedom would continue to provide CRJ900 Delta Connection services while the parties discuss the terms of a transition
agreement.
As of August 2008, the Company operated seven (7) CRJ900 aircraft for Delta ("the Aircraft") pursuant to the CRJ900
Connection Agreement. The Company subleases the Aircraft from Delta for $1 per month per aircraft. Under the terms of
the CRJ900 Connection Agreement, in exchange for performing the flight services and our other obligations under such
agreement, the Company receives from Delta monthly compensation made up of a fixed monthly amount, plus certain
additional amounts based upon number of block hours flown and departures during the month. Additionally, certain costs
incurred by Freedom are pass-through costs, whereby Delta agrees to reimburse us for the actual amounts incurred for
these items: landing fees, hull insurance, passenger liability costs, fuel costs, catering costs and property taxes.
The full text of the Company's press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits (d) Exhibits.
Description Press release regarding termination notice, dated August 5, 2008
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 thereunto duly authorized.
Date: August 5, 2008
Mesa Air Group, Inc.
By: /s/ BRIAN S. GILLMAN
BRIAN S. GILLMAN
Executive Vice President, General Counsel and Secretary
EXHIBIT INDEX
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Description |
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Press release regarding termination notice, dated August 5, 2008 Also provided in PDF format as a courtesy. |