Current Report Filing (8-k)
October 29 2020 - 4:44PM
Edgar (US Regulatory)
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2020-10-29
2020-10-29
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UAL:UnitedAirLinesIncMember
2020-10-29
2020-10-29
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 29, 2020
UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-06033
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36-2675207
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Delaware
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001-10323
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74-2099724
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification Number)
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233 S. Wacker Drive, Chicago, IL
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60606
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233 S. Wacker Drive, Chicago, IL
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60606
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(Address of principal executive offices)
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(Zip Code)
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(872) 825-4000
(872) 825-4000
Registrant’s
telephone number, including area code
(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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o
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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o
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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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¨
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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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Securities registered pursuant
to Section 12(b) of the Act
Registrant
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Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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United Airlines Holdings, Inc.
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Common Stock, $0.01 par value
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UAL
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The Nasdaq Stock Market LLC
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United Airlines, Inc.
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None
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None
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None
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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).
Emerging growth company o
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. o
As
previously reported, on April 20, 2020, United Airlines Holdings, Inc. (“UAL” and, together with United Airlines, Inc.,
the “Company”) entered into a warrant agreement with the United States Department of the Treasury (“Treasury”)
in connection with the Payroll Support Program established under the Coronavirus Aid, Relief, and Economic Security Act (the “PSP
Warrant Agreement”). Pursuant to the PSP Warrant Agreement, UAL has issued to Treasury warrants to purchase up to 4,763,841
shares of common stock (the “PSP Warrants”). The PSP Warrant Agreement entitles Treasury to customary registration
rights.
On December 1, 2017, the Company filed a
shelf registration statement on Form S-3 (File No. 333-221865) (the “Registration Statement”). The Registration Statement
provides for the sale of securities, including shares of common stock and warrants of the Company, from time to time by UAL, its
wholly-owned subsidiary United Airlines, Inc. and selling security holders who may be named in a prospectus supplement. On August
28, 2020, UAL filed a prospectus supplement providing for the resale of 4,627,141 of the PSP Warrants by one or more selling security
holders from time to time, as well as the resale of up to 4,627,141 shares of common stock issuable upon exercise of such PSP Warrants.
On the date hereof, UAL filed a prospectus supplement (the “Prospectus Supplement”) providing for the resale of the
remaining 136,700 of the PSP Warrants by one or more selling security holders from time to time, as well as the resale of up to
136,700 shares of common stock issuable upon exercise of such PSP Warrants (collectively, the “Securities”).
Sidley Austin LLP, counsel to UAL, has issued
a legal opinion relating to the Securities. A copy of such legal opinion, including the consent included therein, is attached as
Exhibit 5.1 hereto.
The foregoing description of the PSP Warrant
Agreement does not purport to be complete and is qualified in its entirety by reference to each of the PSP Warrant Agreement, filed
herewith as Exhibit 4.1, and the Form of PSP Warrant, filed herewith as Exhibit 4.2, each of which is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
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/s/ Gerald Laderman
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By:
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Name:
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Gerald Laderman
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Title:
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Executive Vice President and Chief Financial Officer
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Date: October 29, 2020
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