AIR Global Starts Debt Refinancing Four Months After Nasdaq Listing With About $400 Million Notes Expected

Key Points

• AIR Limited launched a U.S. dollar senior unsecured notes offering on September 21, with proceeds primarily intended to repay its term loan and revolving credit facility.
• AIR has not disclosed the final offering size; Refinitiv, citing Moody's, reported an expected issuance of about $400 million and a Ba3 rating.
• At June 30, approximately $384.9 million remained outstanding under the term loan and $27.5 million had been drawn under the revolving facility, totaling about $412.4 million.
• AIR's existing bank facilities are senior secured, while the proposed notes are senior unsecured.
• H1 2026 net debt stood at $344.8 million, with net debt/adjusted EBITDA at 2.48x.
• The Al Fakher-led flavored shisha molasses business generated approximately $204.7 million of H1 revenue, or about 99% of total company revenue, while NGC revenue was $2.2 million and adjusted EBITDA was a $7.9 million loss.

2Firsts

September 23, 2026

According to AIR Global's September 21 announcement, its wholly owned subsidiary AIR Limited has launched an offering of U.S. dollar-denominated senior unsecured notes, with proceeds primarily intended to repay its existing term loan and revolving credit facility. AIR has not disclosed the final size, maturity or coupon; Refinitiv, citing Moody's, reported an expected issuance of approximately $400 million.

AIR Global PLC (NASDAQ: AIIR) owns the Al Fakher shisha brand and the Crown Switch vaping platform.

AIR Launches Unsecured Notes to Repay Bank Debt

AIR said the notes will be offered under Rule 144A and Regulation S and guaranteed on a senior basis by AIR Global and certain subsidiaries of AIR Limited.

The interest rate, offering price and certain other terms will be determined at pricing, subject to market conditions.

AIR said proceeds will be used to repay outstanding amounts under its term loan and revolving credit facilities, together with accrued interest, premiums, fees and expenses. Any remaining proceeds will be used for general corporate purposes and costs related to the offering.

The company did not disclose the final size of the proposed notes.

Refinitiv reported that Moody's assigned the proposed issuance a Ba3 rating and expects the offering to total approximately $400 million. Final size and terms remain subject to pricing and market conditions.

Bank Facilities Totaled About $412 Million at June-End

SEC filings show that AIR entered into a $480.2 million senior secured facilities agreement in March 2025, comprising a $405.2 million term loan and a $75 million revolving credit facility.

As of June 30, 2026:

• approximately $384.94 million remained outstanding under the term loan;
• $27.5 million had been drawn under the revolving facility;
• the two totaled approximately $412.44 million.

AIR's proposed notes are senior unsecured, while its existing term loan and revolving credit facility are senior secured financing.

The company has not disclosed how much of the two bank facilities will remain outstanding after completion of the notes offering.

First-Half Net Debt at $344.8 Million, Leverage Near 2.5x

At June-end, AIR reported total borrowings of approximately $430.2 million and cash and cash equivalents of $85.4 million, resulting in net debt of $344.8 million.

Trailing-12-month adjusted EBITDA was $139.3 million, putting net debt to adjusted EBITDA at 2.48x.

AIR's disclosed leverage history shows:

AIR reduced net debt between 2023 and 2025 before it increased by approximately $54 million in the first half of 2026.

The company lists approximately 2.5x net debt to adjusted EBITDA as its long-term leverage target and has said it plans to continue deleveraging over the medium term.

AIR completed its business combination with Cantor Equity Partners III in May and began trading on Nasdaq under the ticker AIIR on May 18.

The notes offering comes about four months after the listing.

Al Fakher-Led FSM Business Generates About 99% of Revenue

AIR reported first-half revenue of $206.9 million, up 3.7% year over year, while adjusted EBITDA was broadly flat at $71.7 million.

Its core flavored shisha molasses, or FSM, business generated approximately $204.7 million of H1 revenue across its geographic segments, equivalent to about 99% of total company revenue.

New Growth Categories, including Crown Switch, Crown Gems and Al Fakher nicotine pouches, generated $2.2 million of revenue, up from $1.6 million a year earlier.

NGC adjusted EBITDA was a loss of $7.9 million, compared with a $9.3 million loss in H1 2025. AIR attributed the loss to continued product-development and commercialization spending.

On July 29, AIR separately announced a $20 million preferred-equity investment in Canadian vaporization-technology company Greentank Innovations. The investment occurred after June 30 and is therefore not included in the H1 net-debt figures above.

AIR said the Greentank partnership will support development of Crown Switch for the U.S. market and related PMTA work. The company has also said that the timing and scale of future NGC revenue and adjusted EBITDA contributions will depend on FDA acceptance of its PMTA applications.

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Cover Image: AIR Global

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