AIR T INC 8-K

What Happened Air T, Inc. filed an 8‑K (dated June 16, 2026) announcing that, through a new platform vehicle Crestone Air Partners, LLC (“CAP”), it reorganized and recapitalized its Crestone asset‑management business and completed the acquisition of Arena Aviation Partners B.V. (“Arena”). Air T and Aviation Growth Initiatives, LLC purchased the remaining 10% interest in Crestone Asset Management, LLC (“CAM”) from Mill Road‑related parties for $6.2 million (each contributing $3.1 million). Following that purchase, Air T and AGI redeemed ~99% of their CAM common interests in exchange for a portfolio of servicing‑agreement rights, contributed those rights to CAP for Class A Common Units, and capitalized CAP with cash contributions that included $21.7 million (from Air T and Blue Owl or its affiliate) for Class B Preferred Units. CAP acquired 100% of Arena for $21.75 million in cash (subject to closing adjustments) and certain contingent upside payments currently estimated at about $23.0 million (actual amount may be materially different). Separately, on June 15, 2026 Air T and several subsidiaries agreed to Amendment No. 6 with Alerus, adding a temporary overline revolving commitment and issuing a $2.8 million Overline Note.

Key Details

• Purchase of remaining CAM interest: $6.2 million total; Air T and AGI each contributed $3.1 million.
• CAP financing: $21.7 million cash (Air T + Blue Owl affiliate) for Class B Preferred Units; Air T also contributed $50,000 for Class A Common Units; servicing‑agreement rights contributed in exchange for Class A units.
• Arena acquisition: $21.75 million cash purchase price (subject to debt/expense/leakage adjustments); portion held in escrow for indemnities; contingent consideration estimated ≈ $23.0 million (performance‑based).
• Alerus credit amendment (June 15, 2026): establishes an overline commitment up to $2.8 million; Overline Note interest = greater of 5.00% or CME one‑month SOFR + 2.50%; default increases rate by +5.00 percentage points.

Why It Matters This transaction expands Air T’s aviation asset‑management business by combining Crestone’s U.S. platform with Netherlands‑based Arena, creating a consolidated management platform under CAP. The acquisition and reorganization were financed with a mix of servicing‑rights contributions, equity from Air T and an affiliate of Blue Owl, and a modest bank overline ($2.8M). For investors, key takeaways are the cash outlays (~$21.7M + $21.75M purchase price and the $6.2M CAM buyout), the contingent earn‑outs tied to future servicing performance (estimated ~ $23M but uncertain), and the maintenance of secured lending terms under the Alerus amendment.