FORT WORTH, Texas — American Airways Group Inc. (NASDAQ: AAL) (the “Company”) right this moment introduced that it priced its underwritten public providing of 74,100,000 shares of its frequent stock (the “Common Stock”) (or roughly $1,000.four million of shares of its Frequent Stock) at a public providing price of $13.50 per share (such providing, the “Common Stock Offering”) and its underwritten public providing of $1,000,000,000 mixture principal quantity of its 6.50% convertible senior notes due 2025 (the “Convertible Notes” and such providing, the “Convertible Notes Offering”). The dimensions of the Frequent Stock Providing was elevated from the beforehand introduced $750,000,000 of shares of Frequent Stock and the mixture principal quantity of the Convertible Notes Providing was elevated from the beforehand introduced $750,000,000. The mixture web proceeds to the Firm from the Frequent Stock Providing and the Convertible Notes Providing, after deducting underwriting reductions and different providing bills, are anticipated to be roughly $1,936.2 million. The Firm expects to make use of the web proceeds from the Frequent Stock Providing and the Convertible Notes Providing for common company functions and to boost the Firm’s liquidity place.
The Firm has granted the underwriters of the choices a 30-day choice to buy, in entire or partially, as much as 11,115,000 extra shares of Frequent Stock (or roughly $150.1 million of extra shares of Frequent Stock) on the public providing price much less the underwriting low cost within the Frequent Stock Providing (reflecting a rise from the beforehand introduced choice of as much as $112,500,000 of extra shares of Frequent Stock) and a 30-day choice to buy, in entire or partially, as much as $150,000,000 mixture principal quantity of extra Convertible Notes within the Convertible Notes Providing (reflecting a rise from the beforehand introduced choice of as much as $112,500,000 mixture principal quantity of extra Convertible Notes), in every case solely to cowl over-allotments, if any.
The Convertible Notes will probably be convertible by holders into shares of Frequent Stock if sure circumstances are met and through sure intervals, primarily based on an preliminary conversion charge of 61.7284 shares of Frequent Stock per $1,000 principal quantity of the Convertible Notes, which is equal to a conversion price of roughly $16.20 per share, representing a premium of 20.0% above the providing price per share within the Frequent Stock Providing. The Firm will settle conversions of the Convertible Notes in cash, shares of Frequent Stock, or a mixture thereof on the Firm’s election. The Convertible Notes will probably be assured by the Firm’s direct wholly-owned subsidiary, American Airways, Inc.
Each of the Frequent Stock Providing and the Convertible Notes Providing are anticipated to shut on June 25, 2020, topic to customary closing circumstances. The closing of neither the Frequent Stock Providing nor the Convertible Notes Providing is conditioned upon the closing of the opposite providing.
Goldman Sachs & Co. LLC, Citigroup, BofA Securities and J.P. Morgan are appearing as bookrunners and as representatives of the underwriters for the Frequent Stock Providing and the Convertible Notes Providing. The Firm has filed a registration assertion (together with a prospectus) with the SEC in addition to preliminary prospectus dietary supplements with respect to every of the choices to which this communication relates. Earlier than you make investments, you need to learn the relevant preliminary prospectus complement and the prospectus in that registration assertion and different paperwork the Firm has filed with the SEC for extra full details about the Firm and these choices. You may get these paperwork free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Firm, any underwriter or any supplier collaborating within the relevant providing will organize to ship you the relevant preliminary prospectus complement (or, when out there, the relevant closing prospectus complement) and the accompanying prospectus upon request to: Goldman Sachs & Co. LLC, Consideration: Prospectus Division, 200 West Street, New York, NY 10282, or by phone at (866) 471-2526, or by e mail at firstname.lastname@example.org mail.gs.com; Citigroup, c/o Broadridge Monetary Options, 1155 Lengthy Island Avenue, Edgewood, NY 11717, or by phone at (800) 831-9146; BofA Securities, NC1-004-03-43, 200 North Faculty Street, third flooring, Charlotte, NC 28255-0001, Attn: Prospectus Division, or by e mail at email@example.com; or J.P. Morgan, c/o Broadridge Monetary Options, 1155 Lengthy Island Ave., Edgewood, NY 11717, Attn: Prospectus Division, or by phone at (866) 803-9204, or by e mail at firstname.lastname@example.org.
This press launch doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase the shares of Frequent Stock or the Convertible Notes or some other securities and shall not represent a suggestion, solicitation or sale in any jurisdiction wherein such a suggestion, solicitation or sale can be illegal previous to the registration and qualification underneath the securities legal guidelines of such state or jurisdiction.
Cautionary Assertion Relating to Ahead-Wanting Statements
Sure of the statements contained or referred to herein, together with these concerning the proposed choices, ought to be thought of forward-looking statements throughout the which means of the Securities Act of 1933, as amended, the Securities Alternate Act of 1934, as amended, and the Non-public Securities Litigation Reform Act of 1995. These forward-looking statements may be recognized by phrases comparable to “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and different related phrases. Such statements embody, however should not restricted to, statements concerning the Firm’s plans, targets, expectations, intentions, estimates and techniques for the longer term, and different statements that aren’t historic information. These forward-looking statements are primarily based on the Firm’s present targets, beliefs and expectations, and they’re topic to important dangers and uncertainties that may trigger precise outcomes and monetary place and timing of sure occasions to vary materially from the knowledge within the forward-looking statements. These dangers and uncertainties embody, however should not restricted to, these set forth herein in addition to in American Airways Group Inc.’s Quarterly Report on Kind 10-Q for the three months ended March 31, 2020 (particularly in Half I, Merchandise 2. Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations and Half II, Merchandise 1A. Danger Components), as up to date by American Airways Group Inc.’s Present Report on Kind 8-Okay filed on June 22, 2020 and different dangers and uncertainties listed on occasion within the Firm’s different filings with the Securities and Alternate Fee. Particularly, the results of the coronavirus outbreak to financial circumstances and the journey trade on the whole and the monetary place and working outcomes of the Firm specifically have been materials, are altering quickly, and can’t be predicted. Moreover, there may be different components of which the Firm just isn’t at the moment conscious that may have an effect on issues mentioned within the forward-looking statements and may additionally trigger precise outcomes to vary materially from these mentioned. The Firm doesn’t assume any obligation to publicly replace or complement any forward-looking assertion to mirror precise outcomes, modifications in assumptions or modifications in different components affecting these forward-looking statements apart from as required by regulation. Any forward-looking statements communicate solely as of the date hereof or as of the dates indicated within the assertion.