Corporate Air - Chapter 11 Plan Summary

RSA Terms

Overview

• The Debtors entered into a Restructuring Support Agreement, or RSA, with their sponsor, Vantage AGC, LLC, to implement the terms of an Asset Purchase Agreement through a chapter 11 plan.
• Subsequently, the Debtors, the Sponsor, and the Official Committee of Unsecured Creditors, or the Committee, entered into a global settlement, memorialized in a Settlement Term Sheet dated Nov. 7, 2025, to achieve consensus on various issues within the plan.

Sale Transaction

• The plan facilitates a sale of substantially all of the Debtors’ assets to the Sponsor, as contemplated by an Asset Purchase Agreement dated Sept. 12, 2025.
• On the effective date, the Acquired Assets, as defined in the APA, will be transferred to and vest in the Sponsor free and clear of all liens, claims, and encumbrances.
  • The Acquired Assets include the equity interests in the Debtors defined as the “FAA Seller Entities.”
• Interests in the “Non-FAA Seller Entities” will be discharged, canceled, and extinguished without any distribution.

DIP Financing

• Vantage, in its capacity as DIP Lender and DIP Agent, provided the Debtors with a subordinated secured debtor-in-possession credit facility.
• On the effective date, in full satisfaction of all allowed DIP Claims, holders will receive their pro rata share of:
  • New Common Equity;
  • The FAA Seller Equity; and
  • Other Acquired Assets as set forth in the Asset Purchase Agreement.

Litigation Trust

• The plan establishes a litigation trust on the effective date for the benefit of holders of allowed general unsecured claims. The Committee will select the Trustee in consultation with Vantage.
• The Trust Assets will vest in the trust free and clear of all liens and claims and will include:
  • A $500,000 cash contribution to a GUC Fund;
  • Causes of action against the Debtors' prepetition and postpetition directors and officers (excluding the Chief Restructuring Officer) and other insiders;
  • Certain retained causes of action, including avoidance actions against insiders and other non-trade claimants, as well as against any parties other than the DIP secured parties, prepetition secured lenders, and other Released Parties;
  • Any unused funds budgeted for the Committee's professional fees; and
  • 50% of any unused funds budgeted for the Debtors' professional fees.
• For the avoidance of doubt, the Trust Assets do not include any claims or causes of action against Vantage or any other Released Party.
• Beneficiaries include holders of allowed general unsecured claims. Any deficiency claim related to the Vantage Bridge Secured Claim will be subordinated to payment in full of all other allowed GUCs from the Trust Assets.

Plan Treatment

• General Unsecured Claims: Each holder will receive its pro rata share of the GUC Fund and any other Trust Assets.
• Vantage Bridge Secured Claim: At the Sponsor’s option, each holder will receive either the remaining New Common Equity or a cash payment equal to the value of such equity.
• Huntington Secured Claim: Each holder will receive payment in full in cash.
• SBA Secured Claims: Each holder will receive payment in full in cash.

Releases and Exculpation

• The plan provides for releases from the Debtors and their estates for the “Released Parties,” which include:
  • Vantage, in its capacities as Sponsor, DIP Lender, DIP Agent, and Bridge Lender, along with its affiliates and professionals; and
  • The Debtors and Reorganized Debtors.
  • Notably, no past or present owner, insider, director, or officer of the Debtors (other than the Chief Restructuring Officer) is a Released Party.
• The “Exculpated Parties,” who are released and exculpated from liability for any postpetition act or omission in connection with the chapter 11 cases, include the Debtors, the CRO, the Committee and its current members, and their respective professionals.
  • The exculpation does not cover actions determined by a final order to constitute actual fraud, an intentional malicious act, or gross negligence.

Conditions Precedent

• Conditions precedent to the plan’s effective date include, but are not limited to:
  • The RSA remaining in full force and effect;
  • All conditions for the consummation of the Sale Transaction being satisfied, with the closing to occur concurrently with the effective date;
  • All restructuring expenses being paid in full in cash;
  • The Debtors obtaining final orders invalidating any purported secured liens other than those stipulated under the DIP orders; and
  • Aggregate priority claims under section 507 of the Bankruptcy Code not exceeding $1.44 million.