Attached files
| file | filename |
|---|---|
| EX-99.4 - REPUBLIC AIRWAYS HOLDINGS INC | v163009_ex99-4.htm |
| EX-23.1 - REPUBLIC AIRWAYS HOLDINGS INC | v163009_ex23-1.htm |
| EX-99.1 - REPUBLIC AIRWAYS HOLDINGS INC | v163009_ex99-1.htm |
| EX-99.3 - REPUBLIC AIRWAYS HOLDINGS INC | v163009_ex99-3.htm |
| EX-99.2 - REPUBLIC AIRWAYS HOLDINGS INC | v163009_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
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 6, 2009
Republic
Airways Holdings Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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000-49697
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06-1449146
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(Commission
File Number)
|
(IRS
Employer Identification No.)
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8909
Purdue Road
Suite
300
Indianapolis,
IN 46268
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (317) 484-6000
None.
(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 (see General Instruction A.2. below):
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note
This
Current Report on Form 8-K/A amends the Current Report on Form 8-K of
Republic Airways Holdings Inc. (the “Company”) filed with the Securities and
Exchange Commission on August 6, 2009 (the “Original Report”) related to the
completion of the Company’s acquisition of Midwest Air Group, Inc and
subsidiaries (“Midwest”). In response to parts (a) and (b) of Item 9.01 of the
Original Report, the Company stated that it would file the required financial
information by amendment, as permitted by Items 9.01(a)(4) and 9.01(b)(2) of
Form 8-K.
This Form
8-K/A amends the Original Report to include the financial information required
by Item 9.01 of Form 8-K . The information previously reported in the
Original Report is hereby incorporated by reference into this Form 8-K/A, except
to the extent such information is amended by this Form 8-K/A.
Item 9.01 Financial Statements and
Exhibits.
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(a)
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Financial
Statements of Business Acquired
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The
following consolidated financial statements of Midwest are hereby incorporated
by reference and attached hereto as Exhibits 99.1 and 99.2,
respectively:
Unaudited interim condensed
consolidated balance sheet of Midwest as of June 30, 2009 and December 31, 2008
(Successor Basis) and the related unaudited interim condensed consolidated
statements of operations and cash flows for the six months ended June 30, 2009
(Successor Basis), the five months ended June 30, 2008 (Successor Basis), and
the one month ended January 31, 2008 (Predecessor Basis).
Audited
consolidated balance sheets of Midwest as of December 31, 2008 (Successor Basis)
and 2007 (Predecessor Basis) and the related consolidated statements of
operations, shareholders’ equity
(deficit) and cash flows for the eleven months ended December 31, 2008
(Successor Basis), the one month ended January 31, 2008 (Predecessor Basis) and
the years ended December 31, 2007 and 2006 (Predecessor Basis).
The
Independent Auditors’ Report (which report expresses an unqualified opinion on
Midwest’s financial statements and includes an explanatory paragraph relating to
Midwest’s change in its method of accounting for defined benefit and other
postretirement plans, effective December 31, 2006 to conform to Statement of
Financial Accounting Standards No. 158), issued by Deloitte and Touche LLP,
dated August 27, 2009, relating to Midwest’s financial statements, is hereby
incorporated by reference and attached as Exhibit 99.3 hereto.
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(b)
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Pro
Forma Financial Information
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The Unaudited Pro Forma Condensed
Combined Financial Information as of June 30, 2009, for the six months ended
June 30, 2009 and the year ended December 31, 2008, giving effect to the
acquisition of Midwest, is attached hereto as Exhibit 99.4 and incorporated
herein by reference.
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(d)
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Exhibits
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Exhibit #
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Title
of Document
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23.1
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Consent
of Deloitte & Touche LLP, Independent Auditor for Midwest Air Group,
Inc.
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99.1
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Unaudited
interim condensed consolidated balance sheet of Midwest Air Group, Inc. as
of June 30, 2009 and December 31, 2008 (Successor Basis) and the related
unaudited interim condensed consolidated statements of operations and cash
flows for the six months ended June 30, 2009 (Successor Basis), the five
months ended June 30, 2008 (Successor Basis), and the one month ended
January 31, 2008 (Predecessor Basis)
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|
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99.2
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Audited
consolidated balance sheets of Midwest Air Group, Inc. and subsidiaries as
of December 31, 2008 (Successor Basis) and 2007 (Predecessor Basis) and
the related consolidated statements of operations, shareholders’ equity
(deficit) and cash flows for the eleven months ended December 31,
2008 (Successor Basis), the one month ended January 31, 2008 (Predecessor
Basis) and the years ended December 31, 2007 and 2006 (Predecessor
Basis)
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99.3
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Independent
Auditors' Report (which report expresses an unqualified opinion on
Midwest’s financial statements and includes an explanatory paragraph
relating to Midwest’s change in its method of accounting for defined
benefit and other postretirement plans, effective December 31, 2006 to
conform to Statement of Financial Accounting Standards No. 158), issued by
Deloitte & Touche LLP, dated August 27, 2009, relating to Midwest’s
financial statements
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|
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99.4
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Unaudited
Pro Forma Condensed Combined Financial Information as of June 30, 2009,
for the six months ended June 30, 2009 and for the year ended December 31,
2008
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(All
other items on this report are inapplicable.)
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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 hereunto duly
authorized.
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REPUBLIC
AIRWAYS HOLDINGS INC.
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By:
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/s/ Robert H. Cooper
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Name:
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Robert
H. Cooper
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Title:
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Executive
Vice President and
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Chief
Financial Officer
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Dated:
October 16, 2009
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