What is actually happening with airBaltic right now? The 25% rate on the new airBaltic loan was widely reported in the news and harshly commented on X. However, this very expensive rate is only the headline of the story; it is not the final price for this loan and is only the first step in a long process where much larger sums are at stake. And this whole story has a very interesting precedent in the restructuring of the Scandinavian airline SAS a few years ago. First, one must separate two things: airBaltic's new business model and airBaltic's balance sheet. I believe that airBaltic's operational core is viable. The company has a strong brand in the Baltics, a well-developed Riga hub, an ACMI business, and one of the most modern homogeneous fleets in Europe. According to the manufacturer, the Airbus A220-300 consumes about 25% less fuel per seat than previous-generation aircraft, which gives about 7% lower cost per seat-kilometer when the aircraft is fully utilized. In 2025, airBaltic achieved €779m in revenue and €144m in adjusted EBITDAR, although after interest, leases, depreciation, and other costs, the year ended with a €44m loss. This shows the essence of the problem: the company has a significant, potentially profitable operational business, but it has a too heavy, downward-dragging capital structure and too low a margin, and therefore too low profitability. By making changes in the airline's governance, airBaltic can be a profitable airline. That is exactly what the new business plan approved by Erno Hilden's management and the board led by Andrejs Martinovs intends to do. The previous Gaus strategy aimed to earn by reducing overhead costs per aircraft because it planned to grow to about 100 aircraft. The new plan aims to earn by using a smaller fleet more intensively. Currently, airBaltic has 54 aircraft; by the end of 2026, it is planned to operate only about 36 A220s, and by 2031 only about 40, with the fleet shrinking by 33%. However, regular flight capacity is planned to be reduced by only 9%, so each available aircraft will be used much more and more efficiently, flying not the current 7.5-8 block hours per day but 9.5 or more. The ACMI segment will continue to be used to smooth seasonal loads. The overall goal of the fleet, network, and cost restructuring is an approximate €45m recurring annual financial improvement. It is also possible that there are plans to earn a bit extra in the short term by selling aircraft delivery slots. However, even a more profitable airline alone does not solve airBaltic's balance sheet problem. In 2024, airBaltic issued initially €340m and later an additional €40m of bonds—a total of €380m with a 14.5% annual interest rate and maturity in 2029. Part of the money was used to refinance the previous €200m bonds, while the rest strengthened the company's liquidity and financed its further development. At that time, airBaltic was actively preparing for an IPO, or the sale of shares on the stock exchange. The IPO was intended to bring significant new equity to the company and create a much more sustainable capital structure. The €380m bonds were not intended as a normal long-term financing model for the airline. The 14.5% interest alone means about €55m in annual interest costs before any principal repayment. They were intended as bridge financing until the IPO, then replacing the expensive bonds partly with cheaper equity and partly with new, cheaper bonds. The IPO did not happen. The IPO was stopped, Gaus was dismissed, and thus a new plan had to be created to refinance the expensive bonds and achieve profitability. At the same time, the company lacks liquidity, and in August, bondholders already agreed to capitalize two 14.5% coupon payments instead of receiving them in cash—adding them to the bond principal. airBaltic engaged Seabury Securities—one of the world's most recognized consultants in complex airline financial and restructuring situations. And here a very interesting parallel with SAS emerges. airBaltic's new CEO Erno Hilden was the CFO of the SAS Group from 2022 to 2025. He took office a few months before the court-supervised SAS Chapter 11 bankruptcy process and was one of the company's main leaders throughout the restructuring. Seabury, in turn, was SAS's restructuring consultant and investment banker. So Hilden and Seabury have already gone through a very similar type of airline financial restructuring together. What did they do with SAS? When SAS became insolvent in 2022, Seabury organized a competitive funding process. Distressed-debt investor Apollo Global Management was chosen, offering up to $700m in super-priority DIP financing. It was not a cheap bank loan. The rate was SOFR + 9%, or about 15% annually, plus Apollo received upfront, advisory, unused commitment, and exit fees, and Apollo was also given the right to participate in SAS's future capital raise. In certain scenarios, the Apollo contract even guaranteed a 23.2% total IRR. Such money is expensive because it is given to a company at a time when traditional capital markets are practically unavailable. SAS initially used $350m from Apollo. This money gave the airline time to reduce costs and fleet, renegotiate aircraft lease agreements, and prepare a full capital restructuring. Then, in the extensive exit-financing process led by Seabury, the next investor consortium was found: Castlelake, Air France-KLM, the Danish state, and Lind Invest. The Castlelake-led consortium issued a new $500m super-priority DIP loan, with which Apollo's financing was refinanced, and the Castlelake-led consortium simultaneously provided SAS with a permanent capital solution. In total, $1.2 billion was invested in the new SAS: $475m in new equity and $725m in secured convertible debt. After the restructuring, Castlelake gained about 32% of SAS shares and 55.2% of the convertible debt, the Danish state retained about 26%, Air France-KLM gained 19.9%, Lind Invest 8.6%, and part of the shares went to old creditors. Old SAS shares were canceled. And here you see the business model of these funds. They do not necessarily want to run an airline forever. They finance the company during a crisis, gain a very well-protected debt and/or equity position, help clean up the capital structure, and then can sell their stake to a strategic investor. That is exactly what is happening in the next phase of SAS: Air France-KLM has announced its intention to buy Castlelake's and Lind Invest's shares and increase its SAS stake from 19.9% to 60.5%. The transaction was planned to be completed in the second half of 2026. Similarly, airBaltic's capital is being rebuilt. In the process led by Seabury, an agreement has been reached for up to €257m in short-term super-senior financing from Polus Capital Management and Klirmark Capital 4. The first €180m could be available after bondholder approval, with an additional €77m after additional conditions are met. The bonds mature already on February 26, 2027, and pay 25% per year. The transaction still needs to be approved by bondholders and shareholders. This is not long-term financing for airBaltic. It is bridge financing—money that buys time for capital restructuring. The long-term plan is already publicly described: up to €225m in new, more permanent debt, €100m in new equity, converting part of the current €380m bonds into airBaltic shares, and replacing the remainder with much smaller new debt—up to €125m. So the essence of the plan is to free airBaltic from the current €380m/14.5% debt burden and build a much healthier balance sheet for the company. Polus and Klirmark are not in exactly the same positions in this process. According to publicly available credit market information, Polus has committed to providing at least half of the new super-senior financing, so by the amount of new money, Polus is likely the main financier. However, from a capital structure perspective, Klirmark's position is very interesting. Klirmark already owns part of the current airBaltic 2029 bonds. The transaction terms provide for a mechanism specifically tailored to Klirmark that allows its current bonds to be exchanged for higher-priority, or 'uptiered,' bonds. Moreover, Polus and Klirmark together, according to information from credit market publications, are entitled to commissions of approximately €30m, which are issued in the form of additional super-senior bonds. So the 25% coupon is not the entire economic price of the new money. However, it is currently impossible to determine the true cash price because we do not know how many old airBaltic bonds Klirmark has bought, at what price, and what the final debt-to-equity conversion ratio will be. The other €380m bondholders are also given the opportunity to participate proportionally in the new super-senior financing. Those who provide new money are given the option to move part of their old bonds to higher-priority 'uptiered' debt. Later, in the permanent restructuring, it is planned to convert part of the 2029 bonds into airBaltic shares. So airBaltic will be transformed in two steps: first, super-senior short-term bridge and uptiering, then a final debt-to-equity recapitalization. If this plan succeeds, the result could be roughly as follows. airBaltic will have a smaller but more intensively used fleet and a more profitable core business. The €380m expensive debt will no longer exist in its current form. Part of the bondholders become shareholders, part receive new, smaller debt, and €100m of fresh equity and up to €225m of new long-term bonds enter the company. In such a case, Polus and Klirmark—who will probably gain significant equity positions as a result of the restructuring—could sell them to a strategic aviation investor after a few years. That would be very similar to the SAS case, where Apollo was replaced with Castlelake and Lind, who are now preparing to sell their stake to Air France-KLM. Of course, it is unknown whether exactly that will happen with airBaltic, but such a scenario is entirely plausible from distressed-investing logic. What will happen to the Latvian state's ownership? The state currently owns 88.37% of airBaltic shares and also €50m of the €380m bond issue. The Saeima has already given the government the opportunity to participate in the new bridge financing of up to €30m and, if necessary, to capitalize claims of up to €50m arising from the state-owned bonds. After this restructuring, the Latvian state will no longer be the controlling owner. The state's previously declared goal is to retain at least 25% + 1 share—a blocking minority. However, how much such a stake will cost the state is currently unknown. If airBaltic raises €100m of new equity, that does not mean that Latvia would need to invest €25m to get 25% of the whole company. €25m would be 25% of the new €100m round. But the final number of airBaltic shares will also be determined by the company's valuation, dilution of current shareholders, the debt-to-equity conversion of the €380m bonds, and possible capitalization of other liabilities. Therefore, the investment needed for the state to retain 25% + 1 share could be less or more than €25m. Furthermore, Latvia has a special question: what will happen to its €50m of airBaltic bonds? They may be partially repaid in the form of new debt, they may be capitalized and converted into airBaltic shares, or the final restructuring terms may provide a combination of both. The Saeima has already legally allowed the capitalization of these claims up to €50m, but a specific decision has not yet been made, and it is unknown whether Seabury has provided special conditions for the conversion of the state-owned bonds. Therefore, in my opinion, the most important question about airBaltic right now is not: “Why is airBaltic borrowing money at 25%?” The right question is: “What will the structure of airBaltic's owners and creditors be after the restructuring?” 25% is an extremely expensive price for six months. But during these six months, a much more significant operation is planned—to remove the burden of the €380m expensive bonds from airBaltic's balance sheet, convert part of the debt into capital, raise new equity, and create an airline with a much more sustainable capital structure. If it succeeds, the benefit to Latvia could be a viable and financially more stable airBaltic, retention of the Riga aviation hub, and a much smaller need for state funding in the future. The price for this will be the loss of control over airBaltic: the Latvian state could go from being a dominant 88% owner to a minority shareholder, bondholders to new co-owners of airBaltic, and financial investors could realize their investment by selling to a strategic aviation investor after the company stabilizes. That was exactly the economic logic of SAS's restructuring. And the similarity of airBaltic's current process with SAS—Seabury, Erno Hilden, expensive super-senior bridge financing, debt equitization, and later a potential strategic investor—I believe is not coincidental.
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