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):
February 9, 2009
Mesa Air Group, Inc.
(Exact name of registrant as specified in its charter)
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410 North 44th Street, Suite 700
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 January 22, 2009, Mesa Air Group, Inc. (the "Company") announced, among other things, that it had entered into separate
exchange agreements with a limited number of holders of its Senior Convertible Notes Due 2024 (the "2024 Notes") to exchange certain
2024 Notes for consideration consisting of a combination of cash, the Company's common stock, no par value (the "Common Stock"),
and the Company's new 8% senior unsecured notes due 2012 (the "2012 Notes"). The issuance of the Common Stock and 2012 Notes
in the exchange was originally expected to close on or around February 10, 2009, and is exempt from registration under the Securities Act of
1933, as amended, pursuant to Section 3(a)(9) and Section 4(2) thereof. In response to a recent regulatory inquiry regarding such exchange agreements, the Company has advised each of the parties to these
agreements of its intent to rescind the same. As a result, holders of the 2024 Notes who entered into an exchange agreement with the Company
will have the right to require the Company to purchase their respective 2024 Notes in accordance with the original terms of the Indenture
governing such Notes and related offer to exchange materials, as amended. The Company may not resume discussions with such Note holders
until on or after February 11, 2009. No assurances can be given that the Company will be able to enter into agreements with such holders on
terms similar to the previously announced exchange agreements or at all, that the such Note holders won't elect to require the Company to
purchase their 2024 Notes in accordance with the terms of the Indenture, or that such Note holders won't dispute the Company's right to rescind
such agreements. The full text of the Company's press release announcing the transaction and including certain cautionary information regarding
forward-looking statements is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Form 8-K. Item 9.01. Financial Statements and Exhibits
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Exhibit No. |
Description |
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99.1 |
Press release, dated February 9, 2009 |
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.
| MESA AIR GROUP, INC. |
Date: February 9, 2009
| By: /s/ BRIAN S. GILLMAN |
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| Name: BRIAN S. GILLMAN | |
| Title: Executive Vice President and General Counsel |
EXHIBIT INDEX
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Exhibit No. |
Description |
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99.1 |
Press release, dated February 9, 2009 Also provided in PDF format as a courtesy. |