American Airlines has initiated a private offering
of $1.5 billion aggregate principal amount of secured senior notes
The notes will be guaranteed on a senior unsecured
basis by American Airlines Group Inc.
The airline also intends to enter
into a new $500 million Term Loan B Facility due 2024 concurrently
with the closing of the offering of the notes.
American 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, American Airlines Group Inc., entered into on
18 March 2020 and
is scheduled to mature on 17 March 2021, with the remainder for
general corporate purposes and to enhance American Airlinesí liquidity
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 American Airlines 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
American Airlines 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 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.