UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 27, 2024 (the “Effective Date”), Air Wisconsin Airlines LLC (“Air Wisconsin”), an indirect wholly owned subsidiary of Harbor Diversified, Inc. (the “Company”), entered into an amendment (the “Amendment”) to the capacity purchase agreement (as amended, the “CPA”) with American Airlines, Inc. (“American” and, together with Air Wisconsin, the “Carriers” and each, a “Carrier”).
The Amendment, among other things:
| • | resolves certain disputes with respect to the interpretation of American’s payment obligations under the CPA, including through the execution of a mutual release of certain contractual liabilities with respect to the CPA (the “Mutual Release”); |
| • | accelerates the right of each Carrier to terminate the CPA for convenience and shortens the wind-down period in connection with any such termination; |
| • | modifies certain termination rights and right to withdraw aircraft from the CPA, including by eliminating (i) each Carrier’s right to terminate the CPA due to a certain number of aircraft not being available to provide regional airline services for American, (ii) American’s right to withdraw aircraft from the CPA due to Air Wisconsin’s failure to maintain adequate on-time departures, and (iii) each Carrier’s right to terminate the CPA due to ongoing unsupported aircraft thereunder; |
| • | modifies the calculation and timing of certain compensation-related payments, including compensation rates, bonus calculations, and bonus and rebate reconciliations between the Carriers; |
| • | modifies the total number of hours that Air Wisconsin’s flight crews can be scheduled to work from November 2024 through the end of the term of the CPA; |
| • | modifies the total number of aircraft under the CPA for which Air Wisconsin receives payment from October 2024 through the end of the term of the CPA; and |
| • | establishes certain incentive payments to be made by American to Air Wisconsin. |
In connection with the Amendment and the Mutual Release, the Carriers executed a codeshare agreement and interline agreement, both of which were effective as of the Effective Date.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1† | Amendment No. 4 to Capacity Purchase Agreement, dated November 27, 2024, between Air Wisconsin Airlines LLC and American Airlines, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant has determined that such redacted information is (i) not material, and (ii) would likely cause competitive harm to the registrant or to American if publicly disclosed. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon request. |
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.
| HARBOR DIVERSIFIED, INC. | ||||||
| Date: December 5, 2024 | /s/ Christine R. Deister | |||||
| Christine R. Deister | ||||||
| Chief Executive Officer and Secretary | ||||||