American Airlines Announces Proposed Offering of Senior Secured Notes and New Term Loan
21 Junho 2020 - 5:35PM
American Airlines, Inc. (NASDAQ: AAL) (the “Company”) today
announced a proposed private offering of $1.5 billion aggregate
principal amount of secured senior notes due 2025 (the “Notes”).
The Notes will be guaranteed on a senior unsecured basis by
American Airlines Group Inc. (the “Guarantor”). The Company also
announced it intends to enter into a new $500
million Term Loan B Facility due 2024 (the “Term Loan”)
concurrently with the closing of the offering of the Notes.
The Company expects to use a portion of the net proceeds from
the offering of the Notes and borrowings under the Term Loan to
refinance its delayed draw term loan facility which the Company and
the Guarantor entered into on March 18, 2020 and is scheduled to
mature on March 17, 2021, with the remainder for general corporate
purposes and to enhance the Company’s liquidity position. The final
terms and amounts of the Notes and the Term Loan are subject to
market and other conditions, and may be materially different than
expectations. Neither the closing of the Notes offering nor the
Term Loan is conditioned upon the closing of the other
financing.
The Notes and the Term Loan will be pari passu obligations
secured (i) on a first lien basis by a diverse pool of certain
slots, gates and routes collateral that the Company uses to provide
non-stop scheduled air carrier services between certain airports in
the United States and certain airports in Australia, Canada, the
Caribbean, Central America, China, Hong Kong, Japan, Mexico, South
Korea, and Switzerland, and (ii) on a second lien basis by a pool
of certain slots, gates and routes collateral the Company uses to
provide non-stop scheduled air carrier services between certain
airports in the United States and certain airports in the European
Union and United Kingdom.
The Notes will be offered and sold only to persons reasonably
believed to be qualified institutional buyers, as defined in, and
in reliance on Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”) and to non-U.S. persons in offshore
transactions outside the United States in reliance on Regulation S
under the Securities Act. The Notes will not be registered under
the Securities Act or any other securities laws of any jurisdiction
and will not have the benefit of any exchange offer or other
registration rights. The Notes may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the Notes nor shall there be
any sale of the Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful. This news release is being
issued pursuant to and in accordance with Rule 135c under the
Securities Act.
Cautionary Statement Regarding Forward-Looking
StatementsCertain of the statements contained or referred
to herein, including those regarding the proposed offering and Term
Loan, should be considered forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements may be identified by words such as
“may,” “will,” “expect,” “intend,” “anticipate,” “believe,”
“estimate,” “plan,” “project,” “could,” “should,” “would,”
“continue,” “seek,” “target,” “guidance,” “outlook,” “if current
trends continue,” “optimistic,” “forecast” and other similar words.
Such statements include, but are not limited to, statements about
the Company’s plans, objectives, expectations, intentions,
estimates and strategies for the future, and other statements that
are not historical facts. These forward-looking statements are
based on the Company’s current objectives, beliefs and
expectations, and they are subject to significant risks and
uncertainties that may cause actual results and financial position
and timing of certain events to differ materially from the
information in the forward-looking statements. These risks and
uncertainties include, but are not limited to, those set forth
herein as well as in American Airlines Group Inc.’s Quarterly
Report on Form 10-Q for the three months ended March 31, 2020
(especially in Part I, Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations and Part II, Item
1A. Risk Factors), and other risks and uncertainties listed from
time to time in the Company’s other filings with the Securities and
Exchange Commission. In particular, the consequences of the
coronavirus outbreak to economic conditions and the travel industry
in general and the financial position and operating results of the
Company in particular have been material, are changing rapidly, and
cannot be predicted. Additionally, there may be other factors of
which the Company is not currently aware that may affect matters
discussed in the forward-looking statements and may also cause
actual results to differ materially from those discussed. The
Company does not assume any obligation to publicly update or
supplement any forward-looking statement to reflect actual results,
changes in assumptions or changes in other factors affecting these
forward-looking statements other than as required by law. Any
forward-looking statements speak only as of the date hereof or as
of the dates indicated in the statement.
Investor
Relationsinvestor.relations@aa.com
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