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FirstFlight Divests Subsidiary and Appoints Ronald Ricciardi President and Chief Executive Officer
Friday, March 06, 2009 5:43 PM


FirstFlight, Inc. (OTC BB: FFLT) announced today that it has divested its Airborne subsidiary through a Share Exchange Agreement dated March 2, 2009 with Airborne’s former owners, John and Daphne Dow. Airborne, FirstFlight’s former charter segment, will now operate independently. FirstFlight will maintain the company’s fixed base (FBO) and heliport operations. Additionally, Ronald Ricciardi, Vice Chairman of FirstFlight, will assume the position of President and Chief Executive Officer, offices he had previously held. Mr. Dow, the former president and chief executive officer and a director of FirstFlight, has resigned from all positions he held at FirstFlight in order to focus his attention on Airborne.

“FirstFlight has a solid FBO and heliport business,” said Mr. Ricciardi, “and it is our intent to pursue opportunities using our business as a platform for growth. We wish John and the Airborne organization all the best in their pursuits within the charter management and related areas.”

For the three months ended September 30, 2008, Airborne’s operations represented $7,214,776 or 71% of FirstFlight’s total revenue and generated an operating loss of $602,123 for the same period.

Under the Share Exchange Agreement, FirstFlight exchanged the shares it owned in Airborne, which had been a wholly-owned subsidiary of FirstFlight, for 3,418,534 shares in FirstFlight and options and warrants to purchase 1,100,000 shares of FirstFlight owned by Mr. Dow and/or Mrs. Dow, representing all of FirstFlight’s shares, options and warrants owned by Mr. Dow and Mrs. Dow.

Also in connection with the divestiture of Airborne, FirstFlight agreed to loan Airborne $750,000 and Airborne issued a Promissory Note in favor of FirstFlight in the amount of $750,000. Principal payments on the Note will begin on September 1, 2009. The Loan Agreement under which the Promissory Note was made provides that FirstFlight will receive a portion of the proceeds of any future sale of Airborne or its assets. The Loan Agreement further provides that in the event of a subsequent sale of Airborne, the proceeds of the sale shall be used first to repay existing FirstFlight credit facility, and then to repay any outstanding principal on the $750,000 Note to FirstFlight. In addition, the Loan Agreement provides that FirstFlight will share a percentage of any remaining available sale proceeds, the amount of which will vary depending on the timing of the sale transaction.

Immediately prior to entering into the loan agreement, EuroAmerican Investment Corp.



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