Sky Harbour Group Corp 8-K

What Happened

• On January 8, 2026 Sky Harbour Capital II LLC (a Sky Harbour subsidiary) entered into a First Amendment to its Draw Down Note Purchase and Continuing Covenant Agreement with JPMorgan Chase Bank, N.A. and other lenders, and drew approximately $13 million the same day to reimburse prior advances for capital expenditures at Bradley International Airport and for general corporate purposes.
• The amendment adds subsidiaries that own hangar campuses at Camarillo and Bradley airports to the borrowing base, establishes conditions under which surplus funds may be released to borrowers, and amends a related guaranty by Sky Harbour Holdings III LLC to reflect similar release conditions tied to excess revenues under the Master Trust Indenture.
• On January 12, 2026 the company also issued a press release disclosing a filing of a preliminary limited offering memorandum for a proposed $100 million, 5‑year tax‑exempt bond offering by Sky Harbour Capital III and provided updated hangar occupancy statistics.

Key Details

• $13 million drawn on January 8, 2026; approximately $187 million of remaining capacity under the Credit Agreement for future borrowings.
• Amendment permits release of “Credit Agreement Surplus Funds” beginning on the later of January 1, 2027 or a trigger tied to substantial completion of certain Portfolio II hangar projects, subject to conditions and no default.
• Borrowers must maintain a historical and projected debt service coverage ratio of at least 2.00:1.00 (measured quarterly) for surplus releases to occur.
• Sky Harbour Holdings III Guaranty amendment: excess revenues from the Master Trust may be released after the later of January 1, 2027 and three months after the Capitalized Interest End Date, provided minimum account balances (e.g., > $800,000) and other account deficiencies are addressed; released funds are limited to permitted uses (parent G&A, repay/secure debt, or capital contributions for approved hangar projects).

Why It Matters

• The $13M draw increases near‑term liquidity and reimburses prior capital spending; the amendment expands collateral (borrowing base) by adding two hangar campuses, which can support further borrowing.
• The amendment sets a clear framework for when surplus cash can be moved to the parent or used for hangar development (Portfolio II), but those releases are restricted by timing, minimum coverage tests (2.0x debt service coverage) and other conditions — meaning additional cash flow to the parent is possible but not assured until release conditions are met.
• The disclosed preliminary filing for a $100M tax‑exempt bond offering signals another potential source of capital that could fund projects or refinance obligations, subject to the offering proceeding.