Republic Airways, Mesa Air Group Announce 2025 Merger, Forming Republic Airways Holdings Inc.

Two regional U.S. airlines, Republic Airways and Mesa Air Group, have announced their plans to merge in an all-stock deal, forming a new entity called Republic Airways Holdings Inc. The combined company will be listed on the Nasdaq under the ticker symbol “RJET.” This merger brings together two highly complementary cultures, fleets, and operations, aiming to continue connecting communities across America.

Under the terms of the agreement, Republic shareholders will own 88% of the combined company's common shares, while Mesa shareholders will own between 6% and 12%, depending on meeting certain pre-closing conditions. The merger is expected to close in the late third or early fourth quarter of 2025, subject to regulatory and shareholder approvals. The combined company will continue to serve key partners, including American Airlines, Delta Air Lines, and United Airlines, with a fleet of approximately 310 E170 and E175 aircraft.

The merger will result in a single regional airline company with access to more planes to service routes. Republic Airways operates 209 aircraft, including thirty-one E170s and 178 E175s. Mesa Airlines operates a fleet of 107 aircraft, consisting of forty-six CRJ900s, sixty E175s, and one Learjet 60XR. The merged company will maintain a single fleet, operating over 1,250 daily departures. Mesa and Republic will continue to fly under their existing US Federal Aviation Administration (FAA) operating certificates until securing a single operating certificate for the combined airline.

The combined company will be led by Republic's executive leadership team. The board of directors will be comprised of six existing directors from the Republic board and one independent director from the Mesa board. The merger is expected to enhance the operational efficiency and financial stability of the combined entity, allowing it to better serve its partners and customers.

The merger will also address Mesa Air Group's financial challenges. At the end of the second quarter of 2024, Mesa Air Group held USD366.4 million in total debt, with only USD16.3 million in unrestricted cash. The company has been warned by the Nasdaq Stock Market regarding non-compliance with listing rules. The merger will extinguish Mesa's outstanding debt obligations, providing a more stable financial foundation for the combined company.

The merger is expected to create a stronger regional airline that can better compete in the market and provide more reliable service to its customers. The combined company will continue to fly to more than 80 cities in North America, the Caribbean, and Central America under the brands American Eagle, Delta Connection, and United Express. Mesa Airlines serves 89 cities in the United States, Bahamas, Canada, Cuba, and Mexico, flying exclusively for the United Express brand. The merger will allow the combined company to leverage the strengths of both airlines, providing a more comprehensive and efficient service to its customers.