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.