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
March 9, 2007
Date of Report (Date of earliest event reported)
GREAT LAKES AVIATION, LTD.
(Exact Name of Registrant as Specified in Its Charter)
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Iowa
(State or Other Jurisdiction
Of Incorporation)
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000-23224
(Commission File
Number)
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42-1135319
(IRS Employer
Identification No.) |
1022 Airport Parkway
Cheyenne, Wyoming 82001
(Address of Principal Executive Offices, including Zip Code)
(307) 432-7000
(Registrant’s Telephone Number, including Area Code)
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):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
ITEM 1.01 Entry Into A Material Definitive Agreement
On March 9, 2007, the Company and Raytheon Aircraft Credit Corporation (“RACC”) entered into
an Amended and Restated Restructuring Agreement (the “Amended Agreement”), which amends and
restates in its entirety the Restructuring Agreement between the Company and RACC dated as of
December 31, 2002. The Amended Agreement provides for the restructuring of various notes
evidencing indebtedness of the Company to RACC, principally relating to aircraft, and also includes
amendments to cure all existing defaults by the Company on its obligations to RACC under the
original Restructuring Agreement. The Amended Agreement will remain in effect only if certain
conditions have been satisfied no later than March 23, 2007. These conditions include the signing
of all of the notes and security agreements, and the delivery of various corporate documents,
certificates and legal opinions.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
Pursuant to the Amended Agreement, the Company issued to RACC 25 amended and restated
promissory notes (the “Aircraft Notes”) each secured by an amended security agreement in the
related aircraft. The Aircraft Notes replace the existing notes issued by the Company to RACC on
December 31, 2002. Each of the Aircraft Notes has an original principal amount of $2,116,573.70,
bears interest at a fixed rate of 6.75% per annum and provides for monthly payment in arrears
starting on March 31, 2007. The Aircraft Notes mature on June 30, 2011.
Under the Amended Agreement, the Company also issued to RACC a promissory note (the “Senior
Note”) which replaces the existing senior note and subordinated note issued by the Company to RACC
on December 31, 2002. The Senior Note has an original principal amount of $13,174,754.62 and bears
interest at a rate of 7.00%. Interest on the Senior Note is payable monthly in arrears on the last
day of each month commencing on March 31, 2007. Beginning with the calendar quarter ending June
30, 2007, the Senior Note will provide for quarterly payments of principal with a final maturity on
December 31, 2015.
In addition to the security agreements covering the Aircraft Notes, the Company’s indebtedness
to RACC is also secured by a first priority perfected lien on all of the Company’s accounts
receivable, inventory and other assets, as well as a security agreement against engines, propellers
and other aircraft parts. The Company has also pledged to RACC its interest in four Embraer model
EMB-120ER aircraft.