Amended Current Report Filing (8-k/a)
August 22 2017 - 06:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 21, 2017
AMERICAN AIRLINES GROUP INC.
AMERICAN AIRLINES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-8400
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75-1825172
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Delaware
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1-2691
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13-1502798
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4333 Amon Carter Blvd., Fort Worth, Texas
4333 Amon Carter Blvd., Fort Worth, Texas
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76155
76155
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(817)
963-1234
(817)
963-1234
N/A
(Former name or
former address if changed since last report.)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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Emerging Growth Company
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If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
American Airlines Group Inc. (AAG) and American Airlines, Inc. (American Airlines) are filing this Amendment No. 1 (the
Form
8-K/A)
to their Current Report on Form
8-K
(the Form
8-K),
filed with the U.S. Securities and
Exchange Commission on August 21, 2017, solely to correct the title of the signatory, Kenneth W. Wimberly.
Except as specifically noted above, this
Form
8-K/A
does not modify or update disclosures in the original Form
8-K.
Accordingly, this Form
8-K/A
does not reflect events
occurring after the filing of the Form
8-K
or modify or update any related or other disclosures. This Form
8-K/A
should be read in conjunction with the original Form
8-K,
which continues to speak as of the date of the Form
8-K.
ITEM 1.01.
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On August 21, 2017 (the Closing Date),
American Airlines, Inc. (American) and American Airlines Group Inc. (AAG) entered into a Second Amendment to Credit and Guaranty Agreement (the Second Amendment), amending the Credit and Guaranty Agreement dated
as of April 29, 2016 (as amended prior to the date hereof, the April 2016 Credit Agreement), among American, AAG, the lenders from time to time party thereto, Barclays Bank PLC, as administrative agent, and certain other parties
thereto. Pursuant to the Second Amendment, a new a revolving credit facility has been added to the April 2016 Credit Agreement with aggregate commitments of $300 million, a maturity date of October 13, 2022 and an interest rate margin of
2.25% for revolving loans under the revolving credit facility with interest rates based on LIBOR and an interest rate margin of 1.25% for revolving loans with interest rates based on an index.
On the Closing Date, American and AAG also entered into a Third Amendment to Amended and Restated Credit and Guaranty Agreement (the Third
Amendment), amending the Amended and Restated Credit and Guaranty Agreement dated as of May 21, 2015 (as amended prior to the date hereof, the 2013 Credit Agreement), among American, AAG, the lenders from time to time party
thereto, Deutsche Bank AG New York Branch, as administrative agent, and certain other parties thereto. Pursuant to the Third Amendment, the revolving credit facility commitments under the 2013 Credit Agreement are reduced to an aggregate of
$1,200 million from $1,400 million, the maturity date of the revolving credit facility under the 2013 Credit Agreement is extended to October 13, 2022, and the interest rate margin for the revolving loans under the 2013 Credit
Agreement with interest rates based on LIBOR was reduced to 2.25% from 3.00% and for revolving loans with interest rates based on an index was reduced to 1.25% from 2.00%.
On the Closing Date, American and AAG also entered into a Fourth Amendment to Amended and Restated Credit and Guaranty Agreement (the Fourth
Amendment), amending the Amended and Restated Credit and Guaranty Agreement dated as of April 20, 2015 (as amended prior to the date hereof, the 2014 Credit Agreement), among American, AAG, the lenders from time to time party
thereto, Citibank N.A., as administrative agent, and certain other parties thereto. Pursuant to the Fourth Amendment, the revolving credit facility commitments under the 2014 Credit Agreement are reduced to an aggregate of $1,000 million from
$1,025 million, the maturity date of the revolving credit facility under the LHR Credit Agreement is extended to October 13, 2022 and the interest rate margin for the revolving loans under the 2014 Credit Agreement with interest rates
based on LIBOR was reduced to 2.25% from 3.00% and for revolving loans with interest rates based on an index was reduced to 1.25% from 2.00%..
As of the
Closing Date, there were no borrowings or letters of credit outstanding under any of the revolving credit facilities established under the Spare Parts Credit Agreement, the 2013 Credit Agreement or the 2014 Credit Agreement.
See the Quarterly Report on Form
10-Q
of AAG and American for the period ended June 30, 2017 for more information
regarding the credit facilities established under the April 2016 Credit Agreement, 2013 Credit Agreement and the 2014 Credit Agreement.
ITEM 2.03.
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT
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The information described under Item 1.01 above Entry into a Material Definitive Agreement is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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A
MERICAN
A
IRLINES
G
ROUP
I
NC
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Date: August 22, 2017
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By:
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/s/ Kenneth W. Wimberly
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Kenneth W. Wimberly
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Vice President
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Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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A
MERICAN
A
IRLINES
, I
NC
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Date: August 22, 2017
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By:
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/s/ Kenneth W. Wimberly
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Kenneth W. Wimberly
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Vice President
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