Avenger Flight Group, LLC, a global commercial aviation simulation and flight training company, filed for Chapter 11 bankruptcy protection on February 12, 2026, in the United States Bankruptcy Court for the District of Delaware. The company, which operates 50 full-flight simulators and 15 flight training devices across 11 training centers in four countries, filed with approximately $273 million in outstanding secured debt. The filing is accompanied by $43.5 million in debtor-in-possession financing and a stalking horse bid from the company’s prepetition secured lenders, who will credit bid for substantially all of the debtors’ assets subject to a court-supervised overbidding process.
Company Background and Business Operations
Avenger Flight Group was founded in 2012 with the aim of providing cost-effective flight simulator training solutions to commercial airlines, particularly the growing low-cost carrier market. The company began with a single location and two simulators in Fort Lauderdale, Florida, expanding to Las Vegas by 2015. Over the following decade, it established additional domestic facilities in Fort Worth, Irving, Orlando, and Minneapolis, as well as overseas locations in Monterrey, Madrid, Cancun, Mexico City, Medellin, Rome, Warsaw, Frankfurt, and Tel Aviv.
The company occupies a strategic position in what the filing describes as the “pilot pipeline.” After pilots reach their required minimum flight hours, nearly all subsequent training is conducted in advanced simulators. Regulatory authorities such as the FAA and EASA mandate extensive training for all airline pilots, including initial, recurrent, and upgrade training programs. Simulator-based training costs approximately one-twenty-fifth the cost of training in physical aircraft, and airlines have increasingly turned to third-party providers like Avenger to avoid the capital outlay of purchasing simulators directly. Industry estimates project that over 250,000 new commercial airline pilots will be needed worldwide by 2032.
As of the petition date, the company operates 50 full-flight simulators—23 owned, 12 leased, 11 housed and maintained, and four subject to servicing agreements—along with 15 flight training devices, of which six are owned and nine are serviced. The company employs approximately 97 people across five U.S. locations, with the largest concentration of 49 employees in Dallas–Fort Worth. Customer contract structures include dedicated provider agreements, take-or-pay arrangements, minimum guarantee contracts, and power-by-the-hour arrangements, with clients including Spirit Airlines, Viva Aerobus, Aeromexico, Frontier Airlines, El Al, Iberia Express, Air Europa, and DHL Europe, among others.
Corporate and Capital Structure
Avenger Flight Group Topco, LLC is the direct or indirect parent of each of the 21 debtor entities and multiple foreign non-debtor subsidiaries. The principal operating entity is Avenger Flight Group, LLC, headquartered in Fort Lauderdale, Florida. The corporate structure includes a number of U.S. special purpose vehicles created to hold interests in specific simulators, as well as subsidiaries in Spain, Germany, Israel, Colombia, and Mexico.
The company’s secured debt is anchored by a prepetition term loan facility originated in June 2021 with an outstanding principal balance of not less than $273,051,488.11 as of the petition date. Wilmington Trust, National Association serves as administrative and collateral agent. The term loan is secured by liens on substantially all of the debtors’ assets. Additional secured obligations include equipment leases with SIM International B.V. covering 11 full-flight simulators located in the United States, Spain, and Germany, as well as financing facilities with Export Development Canada secured by specific simulators in Latin America. The company also has unsecured shareholder notes totaling approximately $5 million, subordinated to the prepetition secured lenders pursuant to a subordination agreement.
Events Leading to Bankruptcy
The filing identifies several interrelated factors that led the company to file for Chapter 11. The company’s rapid growth was accompanied by a burgeoning debt load. With new full-flight simulators costing potentially in excess of $10 million each and a limited annual global supply of approximately 50 new units, the filing states that the debt load associated with the company’s growth became unsustainable.
The company also faced industry headwinds. In July 2023, RTX Corporation, the parent company of Pratt & Whitney, announced that it had determined that a condition in the manufacturing of certain engine parts used in the PW1100G-JM turbofan engines—the engines used to power A320neo aircraft—required accelerated inspection and repair. As a result, hundreds of A320neo aircraft were grounded, and airlines temporarily decreased hiring of new crews for that aircraft type, causing decreased demand for A320 simulator training. Over 55% of the company’s owned and operated simulators are A320s.
The filing also identifies the bankruptcies of several major customers as contributing factors. Spirit Airlines, the company’s once-largest customer, filed for Chapter 11 protection twice—in 2024 and again in 2025. The company’s partner in Colombia, Viva Air Colombia, commenced bankruptcy proceedings in early 2023 and ceased operations, leaving the company with no operations in Medellin for nearly three years while continuing to accrue liabilities. The company exited Cancun in 2024 after its main customer at that location, Interjet, was adjudicated bankrupt in Mexico in 2022. On December 29, 2025, the revolving lender terminated the company’s revolving credit facility pursuant to its terms, and no amounts were owed on that facility as of the petition date.
In addition, the company’s new management team, installed following a July 2024 restructuring, discovered significant accounting irregularities affecting all financial statements, insufficient financial controls, and inadequate processes. None of the personnel responsible for these issues remain with the company.
Prepetition Restructuring and Governance Changes
The company’s path to bankruptcy included extensive prepetition restructuring activity. Beginning in 2023, management explored recapitalization and refinancing options, though no actionable proposals emerged. In July 2024, the company completed a restructuring that included refinancing its secured term loan with existing lenders and obtaining equity financing from Seacoast Capital Partners and Patriot Capital, which together came to hold 96.69% of the company’s equity. A six-member board was constituted, with two members each appointed by Seacoast, Patriot, and the prepetition lenders.
Several senior management members were replaced following the 2024 restructuring. A new chief financial officer was appointed in March 2025, a board advisor and chairman was retained in April 2025, and a consulting firm was engaged in May 2025 to assist with cash flow modeling. An independent manager was appointed to AFG LLC in August 2025 after events of default occurred under the prepetition credit agreement.
On November 14, 2025, Seacoast and Patriot abruptly informed the company that they were exercising put options, abandoning their equity, and resigning their four board members. The prepetition lenders’ two board members subsequently resigned, and the lenders appointed a sole independent manager on November 21, 2025. Further governance changes followed in January 2026 when the independent manager resigned from the board to become the company’s chief restructuring officer, and a new sole independent manager was named.
To bridge the company through the prepetition period, the secured lenders provided $11 million in rescue financing—$5 million in September 2025 and $6 million in December 2025. The filing states that absent this bridge financing, the company would have been forced to commence Chapter 11 earlier, without the benefit of consensual resolutions with key stakeholders.
SIM International Settlement
On the petition date, the company, SIM International, and the prepetition lenders entered into a settlement agreement providing a comprehensive resolution of the company’s obligations under its simulator lease agreements with SIM International. SIM International had previously noticed alleged defaults in February 2024 and August 2025. With respect to the company’s German operations, the company had defaulted under the SIM International Germany Agreements both as a result of a payment default to SIM International and due to the company’s failure to pay rent to its third-party landlord. On or about August 12, 2025, SIM International notified the company that it was exercising its rights under those agreements to, among other things, take over the company’s German customer agreements and assets. As of the petition date, the company effectively has no German operations.
Under the settlement, the company will make a lease cure payment to SIM International upon the closing of a sale, the obligations related to the Frankfurt simulators will be deemed terminated, and the SIM International agreement for the simulator in Israel will be mutually terminated. The agreements for simulators in Spain will remain in full force. The debtors will assume the agreements related to four A320 simulators in the United States, with SIM International performing upgrades at its own expense. Additionally, the debtors will transfer rights in four A320 simulators to SIM International, which will upgrade them and lease them back to the company.
DIP Financing and Proposed Sale Process
The debtors have secured a $43.5 million senior secured debtor-in-possession financing facility from the prepetition secured lenders, including $14.5 million in new money. The DIP facility is secured by liens on substantially all of the debtors’ assets and is designed to bridge the company to the closing of a value-maximizing sale. The filing states that the company explored alternative financing sources, but no third-party lenders were prepared to offer DIP financing, particularly on a junior basis to the existing prepetition obligations.
Concurrently, the debtors have filed a bid procedures motion seeking approval for the marketing and sale of their assets. A designee of the prepetition secured lenders will serve as stalking horse bidder, pursuing a credit bid for substantially all of the debtors’ assets. The bid procedures are designed to identify the highest or best offers through a court-supervised overbidding process. The stalking horse bidder has negotiated a $2 million expense reimbursement, payable only from the proceeds of an alternative transaction. The filing notes that the proposed sale timeline balances the need to run a complete marketing process with an efficient timeframe to avoid loss of value and unnecessary administrative expense.
First Day Relief
The debtors filed a series of first day motions seeking authority to, among other things, jointly administer the cases, retain a claims and noticing agent, pay prepetition employee wages and continue benefit programs, maintain existing cash management systems, pay critical vendors and foreign vendors, continue insurance policies, pay prepetition taxes and fees, and provide adequate assurance to utility companies. The filing states that the requested relief is narrowly tailored and necessary to avoid immediate and irreparable harm, to preserve and maximize the value of the debtors’ estates, and to allow them to sustain operations in Chapter 11.
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