Air T, Inc. Announces Commencement of Exchange Offer

DENVER, NC / ACCESSWIRE / May 18, 2023 / Air T, Inc. (NASDAQ:AIRT) ("AIRT" or the "Company") today announced the official commencement of an exchange offer for up to 138,000 of its shares of common stock, $0.25 par value per share ("Common Shares"). As first announced on March 28, 2023, the Company will acquire Common Shares in exchange for consideration consisting of newly‑issued shares of Air T Funding 8.0% Alpha Income Trust Preferred Securities valued at their liquidation preference $25.00 per share ("TruPs") (collectively, the "Exchange Offer"). The TruPs are traded on the NASDAQ Global Market under the symbol "AIRTP."

Nick Swenson, Chairman, CEO and significant stockholder of the Company, commented "Air T's Board and Management are excited to formally present the 2023 Exchange Offer - hereby providing an option, opportunity and benefit to all of Air T's common stockholders: those exchanging their shares as part of this offer will receive a premium price over the March 28 announcement day price; and those choosing to forego the exchange offer will own a larger stake in Air T, given the offer seeks to exchange and retire up to 138,000 shares which represents 4.9% of the Company's common stock. I imagine you would like to know that I am personally, along with the entities that file as the Swenson group, choosing to forego the exchange offer in total and instead committing to hold on for the long term. Individual trading, liquidity, tax and holding periods vary widely. I encourage all stockholders to seriously consider the exchange opportunity for all or part of their holdings."

Information on the Exchange Offer and "Modified Dutch Auction" Procedure

The Company is conducting the Exchange Offer through a procedure called a "Modified Dutch Auction." For a common stockholder choosing to participate in the Exchange Offer, this procedure allows the stockholder to select the number of TruPs for which they are willing to exchange their Common Shares. After all tendering stockholders indicate their respective amounts, the Company will issue the lowest number of TruPs that will permit the Company to purchase as many Common Shares as possible, up to the maximum of 138,000 Common Shares. The proposed range for the Exchange Offer is 1.05 TruPs to 1.40 TruPs per share of Air T common stock. After all tendering stockholders indicate their respective number of TruPs, the Company will pay the lowest number of TruPs indicated that will permit the Company to purchase as many Shares as possible, up to the maximum of 138,000 Common Shares.¹ The Company currently anticipates that the offer will expire July 6, 2023.