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AEVEX Corp. (NYSE: AVEX) secures $375M senior credit facilities

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AEVEX Corp., through its operating company AEVEX Holdings, LLC, entered into a new credit agreement tied to its initial public offering. The agreement provides up to $375.0 million in senior secured credit facilities, including a $100.0 million term loan, a $75.0 million delayed draw term loan, and a $200.0 million revolving credit facility.

At closing, the company borrowed $100.0 million under the term loan. The facilities mature on April 20, 2031, carry SOFR- or base-rate interest with leverage-based margins, and include letter-of-credit and swing line sublimits. Term and delayed draw loans amortize annually from 2.50% to 10.00% of principal, starting in 2026. The new agreement is secured by substantially all borrower and certain subsidiary assets and replaces a prior 2020 credit agreement, which was fully repaid and terminated.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total New Credit Facilities $375.0 million Aggregate principal amount of New Credit Facilities
Term Loan Facility $100.0 million Senior secured term loan facility under New Credit Agreement
Delayed Draw Term Loan Facility $75.0 million Senior secured delayed draw term loan capacity
Revolving Credit Facility $200.0 million Senior secured revolving credit facility limit
Letters of Credit Sublimit $40.0 million Sublimit within Revolving Credit Facility
Swing Line Sublimit $30.0 million Sublimit within Revolving Credit Facility
Facility Maturity April 20, 2031 Maturity date of New Credit Facilities
Year 1–2 Amortization 2.50% annually Annual principal amortization for Years 1 and 2
Year 3–4 Amortization 7.50% annually Annual principal amortization for Years 3 and 4
Year 5 Amortization 10.00% annually Annual principal amortization for Year 5
Term Loan Facility financial
"a senior secured term loan facility with an aggregate principal amount of $100.0 million (the “Term Loan Facility”)"
A term loan facility is a type of loan provided by a lender that is repaid over a set period of time, usually with fixed payments. It functions like a large, upfront loan that a borrower agrees to pay back gradually, often used to fund major investments or projects. For investors, understanding a company's use of such loans helps assess its financial stability and risk level.
Delayed Draw Term Loan Facility financial
"a senior secured delayed draw term loan facility with an aggregate principal amount of $75.0 million (the “Delayed Draw Term Loan Facility”)"
A delayed draw term loan facility is a committed loan that a borrower can tap in one or more installments at specified future times after meeting agreed conditions, rather than receiving the full amount upfront. For investors it matters because it provides a ready source of cash that can change a company’s financial strength, leverage and interest costs when drawn—similar to having a reserved credit line you can use later, which affects liquidity and the risk profile of the business.
Revolving Credit Facility financial
"a senior secured revolving credit facility with an aggregate principal amount of $200.0 million (the “Revolving Credit Facility”)"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
term SOFR loans financial
"Borrowings under the New Credit Agreement are available, at the Borrower’s option, as term SOFR loans or base rate loans."
secured net leverage ratio financial
"depending on the secured net leverage ratio of the Borrower and its restricted subsidiaries"
Understanding 8-K Material Events →
false 0002096300 0002096300 2026-04-20 2026-04-20
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2026

 

 

AEVEX Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-43238   41-2460652

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

440 Stevens Ave #150

Solana Beach, California

   92075
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 704-4125

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share   AVEX   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

On April 20, 2026, in connection with the previously announced closing of AEVEX Corp.’s (the “Company”) initial public offering, AEVEX Holdings, LLC (the “Borrower”), an operating company of the Company, entered into a new credit agreement (the “New Credit Agreement), by and among the Borrower, Athena Technology Solutions Purchaser, LLC (“Holdings”), the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, an issuing bank and a swing line lender. The New Credit Agreement provides for facilities in an aggregate principal amount of $375.0 million, consisting of (i) a senior secured term loan facility with an aggregate principal amount of $100.0 million (the “Term Loan Facility”), (ii) a senior secured delayed draw term loan facility with an aggregate principal amount of $75.0 million (the “Delayed Draw Term Loan Facility”) and (iii) a senior secured revolving credit facility with an aggregate principal amount of $200.0 million (the “Revolving Credit Facility” and, collectively with the Term Loan Facility and the Delayed Draw Term Loan Facility, the “New Credit Facilities”), which includes a sublimit for the issuance of letters of credit in an amount up to $40.0 million and a sublimit for swing line loans in an amount up to $30.0 million. As of the closing of the Company’s initial public offering, the aggregate principal amount borrowed under the New Credit Facilities is $100.0 million from the Term Loan Facility.

The New Credit Agreement is guaranteed by certain of the Borrower’s wholly-owned domestic subsidiaries and secured by substantially all of the Borrower’s assets and the assets of certain of the Borrower’s subsidiaries, in each case, subject to customary exceptions.

The New Credit Agreement contains certain affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens on assets, fundamental changes and asset sales, investments, negative pledges, repurchase of stock, dividends and other distributions, and transactions with affiliates. In addition, the New Credit Agreement contains financial covenants that require the Loan Parties (as defined in the New Credit Agreement) to comply with the following financial covenants (subject to certain equity cure rights):

 

•  

Commencing with the fiscal quarter ending September 30, 2026, maintain a maximum total net leverage ratio not to exceed 3.50 to 1.00 (provided that (a) after June 30, 2029, the total net leverage ratio shall not exceed 3.00 to 1.00 for any test period and (b) the maximum total net leverage ratio shall temporarily increase by 0.50 during the four fiscal quarters following the consummation of a material acquisition), in each case, tested as of the last day of each fiscal quarter; and

 

•  

Commencing with the fiscal quarter ending September 30, 2026, maintain a minimum interest coverage ratio for any period, of not less than 3.00 to 1.00, tested as of the last day of each fiscal quarter.

The New Credit Facilities will mature on April 20, 2031. Borrowings under the New Credit Agreement are available, at the Borrower’s option, as term SOFR loans or base rate loans. Term SOFR loans under the New Credit Agreement accrue interest at a SOFR rate plus an applicable rate of 2.25% to 3.00% (depending on the secured net leverage ratio of the Borrower and its restricted subsidiaries). Base rate loans under the New Credit Agreement accrue interest at a base rate plus an applicable rate of 1.25% to 2.00% (depending on the secured net leverage ratio of the Borrower and its restricted subsidiaries). The Revolving Credit Facility also has a variable commitment fee, which is tied to the secured net leverage ratio of the Borrower and its restricted subsidiaries, which ranges from 0.25% to 0.50% per annum. Unused commitments made under the Delayed Draw Term Loan Facility have a commitment fee that accrues (i) from April 20, 2026, until October 17, 2026, at a rate of 0.00% per annum and (ii) thereafter, at a rate of 0.50% per annum. The commitment period under the Delayed Draw Term Loan Facility ends on the earlier of (i) April 20, 2028 and (ii) the commitments under the Delayed Draw Term Loan Facility being fully drawn or otherwise terminated under the New Credit Agreement.

The Revolving Credit Facility will not amortize. The Term Loan Facility and the Delayed Draw Term Loan Facility (to the extent funded) will amortize in equal quarterly installments, commencing with the last day of September 30, 2026, in aggregate annual amounts according to the following amortization schedule:

 

Payment Dates    Annual Amortization Amount (percent of principal)  

Year 1

      2.50 % 

Year 2

      2.50 % 

Year 3

      7.50 % 

Year 4

      7.50 % 

Year 5

      10.00 % 

The foregoing description of the New Credit Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the full text of the New Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.

 

Item 1.02

Termination of a Material Definitive Agreement.

On April 20, 2026, the Borrower fully repaid and terminated the Credit Agreement, dated as of March 18, 2020, by and among the Borrower, as borrower, Holdings, as holdings, the other loan parties party thereto from time to time, Ankura Trust Company, LLC, as administrative agent, PNC Bank, National Association, as revolving agent and collateral agent and each lender from time to time party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time on or prior to the date hereof.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described in Item 1.01 above is incorporated herein by reference into this Item 2.03.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.		   

Description

10.1*    Credit Agreement, dated as of April 20, 2026, by and among AEVEX Holdings, LLC, Athena Technology Solutions Purchaser, LLC, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, an issuing bank and a swing line lender.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request.

SIGNATURE

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.

 

Date: April 24, 2026   AEVEX Corp.
    By:  

/s/ Roger Wells

    Name:   Roger Wells
    Title:   Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What new credit facilities did AEVEX Corp. (AVEX) obtain on April 20, 2026?

AEVEX Corp. obtained senior secured credit facilities totaling $375.0 million. These include a $100.0 million term loan, a $75.0 million delayed draw term loan, and a $200.0 million revolving credit facility, providing flexible funding for the company’s operations and future needs.

How much did AEVEX Corp. (AVEX) borrow immediately under the new credit agreement?

At the closing of its initial public offering, AEVEX’s borrower entity drew $100.0 million from the Term Loan Facility. The remaining capacity under the delayed draw and revolving facilities stays available, subject to the agreement’s terms and financial covenants tied to leverage ratios.

When do AEVEX Corp.’s (AVEX) new credit facilities mature and how long is the commitment period?

The New Credit Facilities mature on April 20, 2031. The commitment period for the $75.0 million Delayed Draw Term Loan Facility runs until the earlier of April 20, 2028, or when its commitments are fully drawn or otherwise terminated under the new credit agreement.

What interest rates apply to AEVEX Corp.’s (AVEX) new loans under the credit agreement?

Borrowings can be term SOFR loans or base rate loans. SOFR loans accrue at SOFR plus 2.25%–3.00%, while base rate loans accrue at the base rate plus 1.25%–2.00%, with exact margins depending on the secured net leverage ratio of the borrower group.

How will AEVEX Corp. (AVEX) amortize its new term and delayed draw term loans?

The Term Loan Facility and any funded Delayed Draw Term Loan Facility amortize in equal quarterly installments. Annual amortization is 2.50% in Years 1 and 2, 7.50% in Years 3 and 4, and 10.00% in Year 5, starting with the quarter ending September 30, 2026.

What previous debt arrangement did AEVEX Corp. (AVEX) replace with the new credit agreement?

On April 20, 2026, the borrower fully repaid and terminated its prior Credit Agreement dated March 18, 2020. That earlier facility involved multiple agents and lenders, and its payoff consolidates the company’s borrowing under the new Bank of America–led credit structure.

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