flyExclusive to acquire Jet.AI in all-stock transaction
Jet charter provider flyExclusive announced that it has entered into a definitive agreement to acquire aviation business of private aviation and artificial intelligence company Jet.AI in an all-stock transaction.
The acquisition terms include a premium valuation for Jet.AI’s aviation business, with flyExclusive set to pay between 115% and 120% of the net cash value. This translates to an expected purchase price ranging from $12-22m, based on current projections.
The deal structure requires Jet.AI to maintain a minimum net cash position of $12m which will factor in the company’s available cash, including deposits with Textron Aviation.
To ensure adequate financing for both the closing conditions and ongoing operations, Jet.AI has secured a $50m non-binding term sheet with Hexstone Capital LP. This new financing arrangement reportedly mirrors the economic terms of the company’s existing $16.5m facility with Ionic Ventures LLC.
flyExclusive said that the transaction will be carried out once Jet.AI sets up a new company which would be acquired by flyExclusive. Jet.AI shareholders will retain their Jet.AI stock and receive new Class A common shares in flyExclusive as part of the transaction.
The company said that the acqusition of Jet.AI is a natural fit for flyExclusive as both companies operate planes from Textron Aviation and HondaJet and the acquired assets will help support company’s 2025 growth plans.
“The transaction benefits flyExclusive investors and will augment our continued growth and market share expansion as an industry leader. Additional growth capital and new shareholders provide an early tailwind in 2025 as we onboard additional high-performance aircraft and serve strong demand for our differentiated customer service,” said Jim Segrave, founder and chief executive officer, flyExclusive.
The acquisition of the new company will be in the form of a number of fully paid and non-assessable shares of Class A common stock of flyExclusive equal to the quotient of the purchase price, divided by the average volume-weighted average price of the stock for the thirty trading days immediately prior to the effective date.
“This business combination with flyExclusive offers our shareholders the opportunity to benefit from growth in both private aviation and AI,” said Jet.AI founder and executive chairman Mike Winston. “flyExclusive, the fifth-largest operator in the industry by hours flown, is a natural fit, with clear synergies given the common aircraft we operate.”
The transaction is expected to close in the second quarter of 2025, subject to various closing conditions, including but not limited to Jet.AI financing, regulatory review, and shareholder approval.
To note, flyExclusive in September 2024 entered into an aircraft management services (AMS) agreement with Volato agreeing to take in its customers and fleet as the two companies chalk out details of a potential merger.
At the time of acquisition, flyExclusive anticipated that Volato’s revenues, excluding aircraft sales, will transfer to flyExclusive at an estimated rate of approximately $75m per year.
