UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On March 14, 2025, AerSale Corporation (the “Company”) entered into a share repurchase agreement (the “Share Repurchase Agreement”) with Green Equity Investors CF, L.P., Green Equity Investors Side CF, L.P., LGP Associates CF, LLC and Florida Growth Fund LLC (the “Selling Stockholders”) pursuant to which the Company agreed to repurchase, directly from the Selling Stockholders, 6,428,571 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a price per share of $7.00 (such repurchase, the “Share Repurchase”). The closing of the Share Repurchase is expected to occur on March 18, 2025.
On March 14, 2025, the Company and certain of its subsidiaries entered into the Sixth Amendment to Amended and Restated Credit Agreement (the “Amendment”), by and among the Company, the other guarantors party thereto, Wells Fargo, National Association, as administrative agent and each lender and other party from time to time party thereto, pursuant to which, amongst other things, the Lenders consented to the Share Repurchase.
The description of the Share Repurchase Agreement and the Amendment are qualified in their entirety by the terms of the Share Repurchase Agreement and the Amendment, which are incorporated herein by reference and attached to this report as Exhibits 1.1 and 1.2.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 14, 2025, Jonathan Seiffer resigned from the board of directors of the Company effective immediately. Mr. Seiffer’s decision to retire was not the result of any disagreement with the Company or the board of director or management on any matter relating to the Company’s operations, policies or practices.
Item 7.01. Regulation FD Disclosure.
On March 17, 2025, the Company issued a press release announcing the Repurchase, the Amendment and Mr. Seiffer’s resignations from the board of directors of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 1.1 | Share Repurchase Agreement, dated March 14, 2025, by and among the Company and the Selling Stockholders. |
| 1.2 | Sixth Amendment to Amended and Restated Credit Agreement, dated March 14, 2025, by and among the Company, the other guarantors party thereto, Wells Fargo, National Association, as administrative agent and each lender and other party from time to time party thereto |
| 99.1 | Press release of the Company, dated March 17, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| AERSALE CORPORATION | ||
Date: March 17, 2025 |
By: | /s/ James Fry |
| Name: | James Fry | |
| Title: | Executive Vice President, General Counsel & Corporate Secretary | |