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Tenax Aerospace to Go Public via Reverse Merger with Air Industries Group

Tenax Aerospace will acquire Air Industries Group in a reverse merger, creating a combined aerospace platform with projected 2026 revenue over $210 million.

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This article is based on an official press release from Air Industries Group and Tenax Aerospace.

Tenax Aerospace to Go Public via Strategic Reverse Merger with Air Industries Group

On February 17, 2026, Tenax Aerospace Acquisition, LLC and Air Industries Group (NYSE American: AIRI) announced a definitive merger agreement that will reshape the landscape for both entities. Structured as a reverse merger, the transaction will see the privately held Tenax Aerospace effectively acquire the publicly traded Air Industries Group. The combined entity aims to establish a diversified, mid-cap aerospace and defense platform, blending special mission aviation services with precision manufacturing capabilities.

According to the announcement, the combined company will retain the Air Industries Group name and continue trading on the NYSE American exchange under the ticker symbol AIRI. The deal is expected to close before June 30, 2026, pending shareholder and regulatory approvals.

Transaction Details and Financial Structure

The agreement outlines an all-stock transaction that heavily favors the acquiring private entity. Post-merger, Tenax shareholders are set to own approximately 95% of the combined company, while existing Air Industries shareholders will retain roughly 5%. This structure reflects the significant difference in scale and financial health between the two organizations.

Key financial terms disclosed in the release include:

  • Share Issuance: Air Industries Group will issue approximately 112.5 million shares to Tenax members.
  • Valuation: The issuance is based on a “Debt Adjusted AIR Share Price” of approximately $3.44 per share.
  • Debt Profile: The combined entity is projected to carry a net debt of approximately $380 million at closing. This figure includes $80 million in debt recently incurred by Tenax to buy out its minority partner, Bain Capital, in January 2026.
  • Breakup Fee: A mutual termination fee of $1.25 million has been established should the deal fail under specific conditions, such as a breach of contract.

Strategic Rationale: Scale and Vertical Integration

The merger is positioned as a strategic move to create a vertically integrated aerospace platform. For Tenax Aerospace, headquartered in Ridgeland, Mississippi, the deal provides immediate access to public capital markets. This access is intended to fund fleet expansion and growth without the hurdles of a traditional Initial Public Offering (IPO). Tenax specializes in special mission aviation services, including aerial firefighting and intelligence gathering for U.S. government clients.

For Air Industries Group, based in Bay Shore, New York, the merger offers a financial lifeline. The company, a Tier 1 supplier of precision components for platforms like the F-35 and Black Hawk, has faced recent financial headwinds, including a net loss of approximately $1.3 million in 2025. By joining forces with Tenax, AIRI moves from a micro-cap component supplier to a subsidiary of a larger, profitable defense services provider.

Pro Forma Financial Outlook

The companies released preliminary pro forma financial projections for the combined entity, highlighting a stronger profile than AIRI could achieve alone:

  • Projected 2026 Revenue: Greater than $210 million.
  • Projected 2026 Adjusted EBITDA: Greater than $75 million.

Data from the announcement indicates that Tenax contributes the vast majority of this earning power, with AIRI contributing approximately $48 million in revenue and minimal EBITDA to the combined totals.

Leadership and Governance

Following the close of the transaction, the leadership structure will shift to reflect Tenax’s majority ownership. Tom Foley, the current Chairman of Tenax and NTC Group, will assume the role of Chairman of the combined company.

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The Board of Directors will also be reconstituted to favor the acquirer. Tenax will select six or more directors, while the current Air Industries board will jointly select only two directors with Tenax. While specific CEO appointments were not detailed in the initial release, the governance structure suggests Tenax management will drive the strategic direction of the public entity.

AirPro News Analysis

This transaction represents a classic “backdoor listing” for Tenax Aerospace, allowing it to bypass the volatility and expense of a traditional IPO while securing a liquid currency (public stock) for future acquisitions. For Air Industries Group shareholders, the deal presents a stark reality: while they face massive dilution, retaining only 5% of the company, the alternative was likely continued financial distress given their recent performance and debt load.

The market’s muted reaction on the day of the announcement, with AIRI stock remaining flat at $3.19, likely reflects this trade-off. Investors appear to be weighing the benefits of survival and participation in a larger entity against the heavy debt load ($380 million) and the near-total dilution of current equity. The success of this merger will hinge on the combined company’s ability to service that debt while integrating a service-heavy business model with a manufacturing-heavy one.

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Photo Credit: Montage

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Company Performance

AerCap Reports Record 2025 Earnings with Cautious 2026 Outlook

AerCap achieved record 2025 net income of $3.75B but lowered 2026 EPS guidance due to Spirit Airlines restructuring and one-time insurance recoveries.

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AerCap Reports Record 2025 Earnings, But Stock Slips on 2026 Guidance

AerCap Holdings N.V., the world’s largest aircraft lessor, reported record financial results for the full year ending December 31, 2025. The company achieved a historic net income of $3.75 billion, driven by robust leasing demand and significant insurance recoveries related to assets previously lost in the Ukraine conflict.

Despite the headline-beating performance for 2025, the company’s stock experienced a decline of approximately 4% in early trading following the announcement. According to the company’s financial disclosure, this market reaction appears linked to a softer-than-expected outlook for 2026, as the lessor navigates the restructuring of a major customer, Spirit Airlines, and the normalization of earnings following a year of exceptional one-off gains.

Record-Breaking Financial Performance

In its official release, AerCap highlighted a year of unprecedented financial growth. For the full year 2025, the company reported total revenues of $8.52 billion, up from $8.00 billion in 2024. GAAP Net Income surged to $3.75 billion, resulting in earnings per share (EPS) of $21.30. Adjusted Net Income, which excludes certain one-time items, stood at $2.71 billion, or $15.37 per share.

The fourth quarter of 2025 was particularly strong, beating analyst expectations on both top and bottom lines:

  • Q4 Revenue: $2.24 billion (vs. consensus estimates of $2.08 billion).
  • Q4 Adjusted EPS: $3.95 (vs. consensus estimates of $3.36).

A significant portion of the 2025 windfall came from insurance settlements. The company recognized $1.5 billion in recoveries during the year related to aircraft stranded in Russia following the invasion of Ukraine. Since 2023, AerCap has recovered a total of $3 billion in relation to these claims.

AerCap CEO Aengus Kelly commented on the results in the press release:

“We are pleased to announce another strong quarter for AerCap, completing a year of record net income and earnings per share… As we have always done, in 2026 we will continue to look for opportunities to deploy capital attractively and create long-term value for our shareholders.”

2026 Outlook: Normalization and Headwinds

While 2025 set new records, the company’s guidance for 2026 prompted a cautious reaction from investors. AerCap forecasted full-year 2026 Adjusted EPS in the range of $12.00 to $13.00. This projection falls notably below the pre-release analyst consensus of approximately $14.76 per share.

The Spirit Airlines Impact

A primary factor in the conservative guidance is the ongoing bankruptcy restructuring of Spirit Airlines, a significant customer for AerCap. The restructuring process has already impacted the lessor’s financials. According to CFO Peter Juhas, the maintenance contribution in the fourth quarter was severely affected.

“In the fourth quarter, the net maintenance contribution was negative $106 million… significantly lower than the usual range due to the Spirit Airlines restructuring.”

The company anticipates that repossessing aircraft from Spirit and transitioning them to new customers will result in downtime and lost revenue throughout 2026, creating a temporary drag on earnings.

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Normalization of Earnings

Beyond specific customer headwinds, the 2026 guidance reflects a return to a more normalized earnings baseline. The $1.5 billion in insurance recoveries recognized in 2025 were one-off events that will not repeat in the coming year. Investors adjusting their models to exclude these windfalls account for part of the gap between 2025 actuals and 2026 projections.

Operational Strategy and Capital Allocation

AerCap continued to actively manage its portfolio in 2025, taking advantage of high demand for aviation assets. The company sold $3.9 billion in assets during the year, generating a record gain on sale of $819 million, which represents a 27% margin. Simultaneously, AerCap reinvested $5.4 billion into new aviation assets and added 103 aircraft to its order book to secure future growth.

The company also maintained a strong focus on returning capital to shareholders. In 2025, AerCap returned $2.6 billion through share repurchases and dividends. In December 2025, the board announced a new $1 billion share repurchase program and increased the quarterly dividend to $0.40 per share.

AirPro News Analysis

The market’s negative reaction to AerCap’s record year highlights a classic tension in aviation finance: the difference between “lumpy” cash events and recurring operational income. While the $1.5 billion in insurance recoveries provided a massive boost to the 2025 bottom line, sophisticated investors are looking past these one-time gains to the core leasing business.

The guidance miss for 2026 suggests that the friction costs of moving aircraft from a distressed carrier like Spirit Airlines are higher than the market anticipated. However, the broader industry context remains favorable for lessors. With Boeing and Airbus continuing to face delivery delays, a ‘shortage of metal’, the value of existing fleets remains high. AerCap’s ability to sell assets at a 27% margin confirms that the secondary market is robust, potentially offering a buffer against the temporary revenue dips caused by customer bankruptcies.

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Photo Credit: AerCap

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Industry Analysis

CDB Aviation Prices $500M Senior Notes with Strong Investor Demand

CDB Aviation issued $500 million senior unsecured notes at 4.25%, oversubscribed 4.7 times, supporting capital structure and growth plans.

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This article is based on an official press release from CDB Aviation.

CDB Aviation Secures $500 Million in Oversubscribed Note Issuance

CDB Aviation, a wholly owned Irish subsidiary of China Development Bank Financial Leasing Co., Ltd., has successfully priced a US$500 million issuance of senior unsecured notes. According to the company’s official announcement released on February 5, 2026, the notes carry a fixed coupon rate of 4.25% and are set to mature in February 2031.

The issuance, conducted through its subsidiary CDBL FUNDING 1, attracted significant attention from the global investment community. The order book peaked at over US$2.36 billion, representing an oversubscription rate of approximately 4.7 times. This robust demand allowed the lessor to tighten pricing significantly, landing at a spread of 50 basis points over the 5-year US Treasury rate (T5 + 50bps), a 45 basis point improvement from the Initial Price Guidance.

This transaction highlights the continued appetite among international investments for high-grade aviation assets. The notes were issued under Regulation S, targeting investors outside the United States, and hold strong investment-grade ratings of A2 from Moody’s, A from S&P Global, and A+ from Fitch.

Strategic Capital Structure and Executive Commentary

The proceeds from this issuance are earmarked for general corporate purposes, including the optimization of the lessor’s capital structure and the enhancement of its competitive position in the global market. As of early 2026, CDB Aviation manages a fleet of over 520 owned and committed aircraft, serving approximately 85 Airlines customers across more than 40 jurisdictions.

In a statement regarding the successful pricing, the company’s leadership emphasized the strategic importance of this return to the international bond market.

“This marks another resounding success following CDB Aviation’s return to the international bond market in 2025. The issuance reflects our ongoing efforts to optimize our capital structure and enhance our competitiveness, underscoring the CDB Aviation team’s unwavering commitment to our long‑term vision.”

— Jie Chen, Chief Executive Officer, CDB Aviation

The transaction was supported by a syndicate of Joint Bookrunners, including Standard Chartered Bank, China CITIC Bank International, HSBC, Goldman Sachs (Asia) L.L.C., Bank of Communications, and China Securities International.

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Market Context and Comparative Performance

AirPro News Analysis

The pricing of CDB Aviation’s latest notes offers a revealing glimpse into the current state of aviation finance in early 2026. When analyzed against verified market data, the 4.25% coupon for a 5-year term appears highly competitive, particularly when compared to industry peers.

For instance, data from January 2026 shows that industry leader AerCap priced a 3-year note at 4.125%. CDB Aviation achieved a nearly identical rate (4.25%) for a longer 5-year tenor. Typically, longer maturities command higher premiums; the fact that CDB Aviation secured such tight pricing suggests investors view its credit, backed by the “quasi-sovereign” status of the China Development Bank, as exceptionally stable.

Broader Industry Trends

This issuance occurs against a backdrop of a “favorable” outlook for aviation lessors, as characterized by agencies such as Morningstar DBRS. A persistent shortage of new aircraft, driven by production delays at major OEMs, has sustained high lease rates and aircraft values. This environment benefits lessors with established fleets who are now refinancing debt to fund future growth.

With approximately $19.3 billion in lessor debt maturing in 2026, capital markets activity is expected to remain high. The 4.7x oversubscription for CDB’s bond mirrors a wider trend where global investors are seeking stable yield generators amidst stabilizing global interest rates.

Sources:

Photo Credit: CDB Aviation

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Industry Analysis

IATA 2025 Report: Aviation Growth and $11B Supply Chain Impact

IATA reports 5.3% global air traffic growth in 2025 with record load factors amid an $11 billion supply chain crisis affecting airlines.

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This article is based on an official press release from the International Air Transport Association (IATA).

IATA 2025 Report: Record Load Factors Mask $11 Billion Supply-Chain Crisis

The global aviation industry returned to historical growth patterns in 2025, posting a 5.3% increase in total traffic compared to the previous year. According to data released by the International Air Transport Association (IATA), the year was characterized by robust passenger demand and record-breaking efficiency, yet severely hampered by a persistent supply chain crisis that cost Airlines an estimated $11 billion.

While the post-pandemic surge has normalized, the industry faces a new set of challenges. IATA reports that the Passenger Load Factor (PLF), a measure of how full planes are, reached an all-time high of 83.6%. This record reflects a dual reality: strong consumer desire to travel and a forced constraint on capacity due to delivery delays of new Commercial-Aircraft and engines.

IATA Director General Willie Walsh emphasized that while demand remains resilient, the inability to expand fleets has created significant operational and financial headwinds. “2025 saw demand for air travel grow by 5.3%,” Walsh noted in the press release. “This returns industry growth to align with historical growth patterns after the robust post-COVID rebound.”

The $11 Billion Supply Chain “Headache”

The defining narrative of 2025 was not just passenger growth, but the struggle to service it. IATA identified supply chain failures as the industry’s most critical challenge, estimating the financial impact at over $11 billion for the year. Airlines were forced to fly older, less efficient aircraft and pay premiums for short-term solutions.

According to IATA’s breakdown, the costs of these delays were distributed across several key areas:

  • Excess Fuel: $4.2 billion (due to operating older, less fuel-efficient fleets).
  • Maintenance: $3.1 billion (keeping aging aircraft in service longer than planned).
  • Engine Leasing: $2.6 billion (shortages forced expensive lease agreements).
  • Inventory: $1.4 billion (stockpiling spare parts to mitigate delays).

“The supply chain challenges were the biggest headache for airlines in 2025. People clearly wanted to travel more, but airlines were continually disappointed with unreliable delivery schedules… and resultant cost increases that are estimated to exceed $11 billion.”

— Willie Walsh, IATA Director General

Walsh expressed hope that 2025 would represent the “nadir” of these issues, with a rebound in deliveries expected in 2026. He stressed that every new aircraft Delivery contributes to a “quieter, cleaner fleet,” aligning with both airline efficiency goals and customer expectations.

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Regional Performance: Africa Leads, North-America Lags

The IATA report highlights a significant divergence in regional performance. While global traffic rose by 5.3%, regional growth rates varied dramatically, driven by local economic conditions and connectivity improvements.

Africa and Asia-Pacific Surge

Africa emerged as the top performer for growth, with traffic rising 9.4% year-over-year. The region also achieved a record load factor of 74.9%, an increase of 0.9 percentage points, though it remains the lowest globally. Asia-Pacific followed closely with a 7.8% increase in traffic, driven by a massive 10.9% jump in international demand as travel in the region continued to normalize.

North America and the US Contraction

In stark contrast, North America recorded the slowest growth of any region at just 0.4%. IATA data reveals that the US domestic market actually contracted by 0.6%. Despite this stagnation, North American carriers maintained a high load factor of 83.9%, suggesting that capacity management remained tight even as demand softened.

AirPro News Analysis: The US Market Signal

The contraction in the US domestic market is a critical signal within the IATA data. While a 0.6% decline may seem minor, it stands out against the backdrop of global growth. We believe this contraction likely stems from a combination of economic cooling and high ticket prices resulting from the very capacity shortages IATA describes. When airlines cannot add seats, prices inevitably rise, potentially pricing out price-sensitive domestic leisure travelers. Furthermore, the disparity between the US domestic contraction and the strong international growth suggests a shift in consumer preference toward long-haul travel over domestic trips.

Capacity Constraints and the “New Normal”

The record global Passenger Load Factor of 83.6% (+0.1 ppt from 2024) indicates that airlines are utilizing their existing assets to the absolute limit. Total capacity (measured in Available Seat Kilometers, or ASK) grew by 5.2%, slightly lagging behind the 5.3% growth in demand. This tight margin left little room for error in operations.

Other regions showed steady performance:

  • Latin America: Traffic grew approximately 8.6%, bolstered by strong domestic markets like Brazil (+11.1%).
  • Middle East: Traffic rose 6.7%, with a load factor of 81.6%.
  • Europe: Traffic increased 5.3%, perfectly aligning with the global average, while maintaining high load factors around 84%.

Decarbonization and Policy Challenges

Beyond operational metrics, IATA raised concerns regarding the industry’s transition to net-zero. The report describes current EU targets for Sustainable Aviation Fuel (SAF) adoption, specifically the goal of 20% by 2035, as “not achievable” under current production levels. IATA is calling on governments to shift focus from penalizing airlines to providing fiscal incentives for energy producers to scale up SAF production.

AirPro News Analysis: Efficiency vs. Necessity

The record load factor of 83.6% is often celebrated as a metric of efficiency, but in the context of 2025, it appears to be a metric of necessity. Airlines did not simply choose to fill planes to this level; the supply chain crisis left them with no other option. While high load factors improve unit economics, they also reduce operational resilience. When flights are 100% full, re-accommodating passengers during disruptions becomes mathematically impossible, leading to the compounding delays travelers experienced throughout the year.

FAQ: IATA 2025 Market Analysis

What was the global passenger growth rate in 2025?
Global passenger traffic (RPK) grew by 5.3% compared to 2024.
How much did supply chain delays cost airlines?
IATA estimates the total cost of supply chain issues, including excess fuel, maintenance, and leasing, exceeded $11 billion in 2025.
Which region saw the highest growth?
Africa led all regions with a 9.4% increase in passenger traffic.
Why did the US domestic market shrink?
The US domestic market contracted by 0.6%. While IATA cites this as a drag on North American performance, it likely reflects capacity constraints and shifting consumer preferences toward international travel.

Sources: International Air Transport Association (IATA)

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Photo Credit: IATA

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