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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): October
27, 2025
_____________________________
Bridger
Aerospace Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
_____________________________
| Delaware |
001-41603 |
88-3599336 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
90 Aviation Lane
Belgrade, Montana |
59714 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (406) 813-0079
_____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligations of the registrant under any of the following provisions:
| ☐ |
Written communications 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 |
| Common Stock, par value $0.0001 per share |
|
BAER |
|
The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
BAERW |
|
The Nasdaq Stock Market LLC |
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. |
Credit Agreement
On October 28, 2025 (the “Closing Date”), Bridger Aerospace
Group Holdings, Inc. (the “Company”), entered into a Credit Agreement (the “Credit Agreement”), by and among the
Company, Bain Capital Credit, LP, as administrative agent and collateral agent (“Bain”), and the other financial institutions
or entities from time to time party thereto as lenders. The Credit Agreement consists of (i) initial term loans in an original aggregate
principal amount equal to $210,000,000 (the “Initial Term Loans”), (ii) a revolving facility with revolving credit commitments
of $21,500,000 (the “Revolving Credit Facility”) and (iii) a delayed draw term loan commitment in an original aggregate principal
amount equal to $100,000,000, which shall remain available until October 28, 2027. The Initial Term Loans were funded in full on the Closing
Date, and the Initial Term Loans, the Revolving Credit Facility, and any loans made pursuant to the delayed draw term loan commitment
mature on October 28, 2030.
Borrowings under the Credit Agreement bear interest at a rate per annum
equal to, at the election of the Company, either (i) the Term SOFR rate plus 6.00% or (ii) an Alternate Base Rate (“ABR”),
plus 5.00%. The ABR is determined as the greatest of (a) the federal funds effective rate, plus 0.50%, (b) adjusted term SOFR plus 1.00%,
(c) the prime rate and (d) 2.00%.
Prepayments of the loans under the Credit Agreement must include a
prepayment premium equal to 3% of the amount prepaid in the first year after closing, 2% in the second year after closing and 1% in the
third year after closing.
The obligations under the Credit Agreement are guaranteed by each subsidiary
of the Company (other than certain excluded subsidiaries) and secured by substantially all assets of the Company and the guarantors, subject
to customary exceptions.
The Credit Agreement includes customary restrictive covenants that,
among other things, restrict the Company’s ability to incur additional indebtedness, grant liens, make certain acquisitions, investments,
asset dispositions and restricted payments, undertake fundamental changes and enter into restrictive agreements, in each case subject
to certain exceptions. The Credit Agreement also includes financial covenants limiting the Company’s total leverage and requiring
a minimum operating cash flow.
The Credit Agreement includes customary events of default, and customary
rights and remedies upon the occurrence of any event of default thereunder, including the right to declare any outstanding obligations
under the Credit Agreement to be immediately due and payable and realize upon the collateral securing the obligations under the Credit
Agreement and any related guarantees thereof.
In addition, for as long as Bain or its affiliates acts as the administrative
agent under the Credit Agreement, the Company must provide two representatives designated by Bain non-voting observation rights to attend
all meetings of the board of directors of the Company.
The foregoing description of the Credit Agreement is subject to, and
qualified in its entirety by, reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and
is incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement. |
On October 27, 2025, the Company repaid (the “Construction Loan
Repayment”) in full the outstanding balance of all indebtedness, liabilities and other obligations, including all unpaid principal,
accrued and unpaid interest, fees, costs and expenses (the “Construction Loan Obligations”) under its existing Construction
Loan Agreement, dated as of September 30, 2019, as amended, by and between Bridger Solutions International, LLC and UMB Bank, n.a., successor
by merger to HTLF Bank, the successor by merger to Rocky Mountain Bank (the “Construction Loan Agreement”).
In addition, on the Closing Date, the Company used the proceeds from
the Initial Term Loans to repay (collectively, the “Closing Date Repayments” and, together with the Construction Loan Repayment,
the “Repayments”) in full the outstanding balance of all indebtedness, liabilities and other obligations, including all unpaid
principal, accrued and unpaid interest, fees, costs and expenses (collectively, the “Live Oak and Gallatin Obligations” and
together with the Construction Loan Obligations, the “Obligations”) under its existing:
| · | Loan Agreement, dated May 19, 2020, as amended, by and between Bridger Air Tanker, 1 LLC and Live Oak Banking Company (the “First
Live Oak Loan Agreement”); |
| · | Loan Agreement, dated August 10, 2020, as amended, by and between Bridger Air Tanker 2, LLC and Live Oak Banking Company (the “Second
Live Oak Loan Agreement”); and |
| · | Second Amended and Restated Loan Agreement, dated as of August 1, 2022, as amended, by and among Gallatin County, Montana and Bridger
Aerospace Group, LLC, Bridger Air Tanker, LLC, Bridger Air Tanker 3, LLC, Bridger Air Tanker 4, LLC, Bridger Air Tanker 5, LLC, Bridger
Air Tanker 6, LLC, Bridger Air Tanker 7, LLC, Bridger Air Tanker 8, LLC, Bridger Solutions International 1, LLC and Bridger Solutions
International 2, LLC (the “Second Amended and Restated Loan Agreement” and, together with the Construction Loan Agreement,
the First Live Oak Loan Agreement and the Second Live Oak Loan Agreement, the “Loan Agreements”), which evidences and secures
Gallatin County’s Industrial Development Revenue Bonds, Series 2022 (Taxable) and Series 2022B (Taxable) (the “2022 Bonds”).
Repayment under the Second Amended and Restated Loan Agreement constituted full satisfaction and discharge of the 2022 Bonds and the related
indenture obligations. |
In connection with the Repayments, (i) all Obligations were deemed
paid, satisfied in full and irrevocably terminated, discharged and released, (ii) the Loan Agreements and all related loan documents were
irrevocably terminated, (iii) all liens, security interests, pledges, assignments, guarantees and other encumbrances granted by the Company
or any other obligor pursuant to the Loan Agreements were irrevocably and unconditionally terminated and released and (iv) all items of
possessory collateral held in connection with the Loan Agreements and all related loan documents were delivered to the Company or its
designee.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously announced in the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission on May 27, 2025, on May 23, 2025, the Company entered into a Purchase and Sale Agreement
with SR Aviation Infrastructure, an affiliate of SomeraRoad, for the sale and leaseback of its hangar and office facilities at the Bozeman
Yellowstone International Airport in Belgrade, Montana (the “Sale-Leaseback Transaction”).
On the Closing Date, in connection with the closing of the Credit Agreement,
the Company consummated the Sale-Leaseback Transaction.
| Item 7.01 | Regulation FD Disclosure. |
On October 29, 2025, the Company
issued a press release announcing the closing of the Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
On October 28, 2025, the Company
issued a press release announcing the closing of the Sale Leaseback. A copy of the press release is attached hereto as Exhibit 99.2 and
is incorporated herein by reference.
The information in this Item
7.01, including Exhibits 99.1 and 99.2 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not
be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of
any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information
of the information in this Item 7.01, including Exhibit 99.1 and 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 10.1* |
|
Credit Agreement, dated as of October 28, 2025, by and among Bridger Aerospace Group Holdings, Inc., Bain Capital Credit, LP, and the lender parties thereto |
| |
|
|
| 99.1 |
|
Press Release dated October 29, 2025, regarding the Credit Agreement |
| |
|
|
| 99.2 |
|
Press Release dated October 28, 2025, regarding the Sale Leaseback |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| |
|
|
| * |
|
Certain of the exhibits or schedules of this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURES
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.
| |
BRIDGER AEROSPACE GROUP HOLDINGS, INC. |
| |
|
|
| |
|
|
| Dated: October 29, 2025 |
By: |
/s/ James Muchmore |
| |
|
James Muchmore |
| |
|
Chief Legal Officer and Executive Vice President |
