AIR T INC. Files 8-K for Material Agreement and Asset Deal

Ticker: AIRTP · Form: 8-K · Filed: Sep 18, 2024 · CIK: 353184

Sentiment: neutral

Topics: material-agreement, acquisition, financial-obligation

TL;DR

AIR T INC. just filed an 8-K for a big asset deal and new financial obligation. Watch this space.

AI Summary

On September 18, 2024, AIR T INC. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also created a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details regarding the nature of the agreement, the assets involved, and the financial obligations were not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant corporate activity for AIR T INC., potentially involving mergers, acquisitions, or substantial financial commitments that could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a financial obligation, suggesting significant business changes that carry inherent risks.

Key Players & Entities

FAQ

What specific material definitive agreement did AIR T INC. enter into?

The filing indicates the entry into a material definitive agreement but does not specify its exact nature or terms in this section.

What type of acquisition or disposition of assets is being completed?

The filing notes the completion of an acquisition or disposition of assets, but the specific assets and transaction details are not provided.

What is the nature of the direct financial obligation or off-balance sheet arrangement created?

The filing states that a direct financial obligation or an obligation under an off-balance sheet arrangement has been created, but the specifics are not detailed.

When was this 8-K filing submitted?

The filing was submitted on September 18, 2024.

What is AIR T INC.'s Standard Industrial Classification (SIC) code?

AIR T INC.'s SIC code is 4513, which corresponds to Air Courier Services.

Filing Stats: 1,076 words · 4 min read · ~4 pages · Grade level 10.9 · Accepted 2024-09-18 16:11:37

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 12, 2024, CASP Leasing I, LLC ("CASP"), a 95% owned subsidiary of Contrail Aviation Support, LLC ("CAS"), completed the purchase of two airplanes - an Airbus A320 aircraft and an Airbus A321 aircraft. The total transaction value for the aircraft purchases exceeded $18,000,000 and the purchase agreements and lease agreements that became effective upon closing were filed as exhibits to that certain Air T, Inc. Current Report on Form 8-K filed September 5, 2024. The purchase continues CAS's and Contrail Aviation Leasing, LLC ("CAL")'s business of purchasing aircraft and/or aircraft engines for the purpose of leasing or disassembling them and selling them for parts. CAS, CAL and CASP are collectively referred to herein as the "Contrail Parties." The Contrail Parties obtained a portion of the funds necessary to fund the acquisitions of the airplanes and engines from Old National Bank ("ONB"). The financing documents executed on September 12, 2024 included: the Fifth Amendment to the Master Loan Agreement by and between CAS, CAL and ONB dated June 24, 2019 (the "Master Loan Agreement"); Supplement #11 to the Master Loan Agreement made and entered into by the Contrail Parties and ONB; and, Term Note J by the Contrail Parties to ONB. Term Note J is a term loan in the principal amount of $10,000,000. The loan bears a variable monthly interest rate at the 1-month SOFR Rate plus 3.8648% and requires equal monthly payments of principal and interest until the loan maturity date of September 12, 2028. The loan requires compliance with covenants that require minimum Tangible Net Worth of $15 million and a Quarterly Cash Flow Coverage of not less than 1.25 to 1.0. In order to induce ONB to enter into these agreements, CAS and OCAS, Inc. entered into a subordination agreement dated September 12, 2024 to address certain Loan matters and to establish the priority of repayment of CAS' debt to ONB over the April 1, 20

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets To the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 10.1 Fifth Amendment to Master Loan Agreement by and between Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and Old National Bank dated September 12, 2024 10.2 Supplement #11 to Master Loan Agreement made and entered into by Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC, CASP Leasing I, LLC and Old National Bank dated September 12, 2024* 10.3 Term Note J by Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and CASP Leasing I, LLC dated September 12, 2024 10.4 Subordination Agreement among Old National Bank, OCAS, Inc. and Contrail Aviation Support, LLC dated September 12, 2024 104 Inline XBRL for the cover page of this Current Report on Form 8-K. *Portions of the exhibit have been omitted for confidential treatment.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 18, 2024 AIR T, INC. By: /s/ Tracy Kennedy Interim Principal Financial Officer

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