DALLAS, June 3, 2020 /PRNewswire/ -- Southwest
Airlines Co. (NYSE: LUV) (the "Company") today announced that
it has priced its underwritten public offering of $1.8 billion aggregate principal amount of senior
notes, consisting of $500 million
aggregate principal amount of 4.750% Notes due 2023 (the "2023
Notes") and $1.3 billion aggregate
principal amount of 5.125% Notes due 2027 (the "2027 Notes,"
and, collectively with the 2023 Notes, the "Notes"). The 2023 Notes
will be issued at 102.725% of par and the 2027 Notes will be issued
at par.
The 2023 Notes are being offered as an additional issuance of
the Company's 4.750% Notes due 2023, of which the Company issued
$750 million aggregate principal
amount on May 4, 2020. The 2023 Notes
are part of the same class as the initial notes of that series and
have identical terms, other than the issue date and issue price, as
the initial notes of that series.
The Company expects to use the net proceeds from the offering to
repay all of the outstanding borrowings under its Amended and
Restated 364-Day Credit Agreement and for general corporate
purposes. The Company also intends to terminate the Amended and
Restated 364-Day Credit Agreement upon repayment. The offering is
expected to close on or about June 8,
2020, subject to customary closing conditions.
Citigroup, BNP Paribas, BofA Securities, J.P. Morgan and Morgan
Stanley are acting as joint lead book-running managers for the
offering. Goldman Sachs & Co. LLC and Wells Fargo Securities
are acting as joint book-running managers for the offering. A shelf
registration statement relating to these securities has been filed
with the U.S. Securities and Exchange Commission ("SEC") and has
become effective. The offering may be made only by means of a
prospectus supplement and an accompanying base prospectus. The
preliminary prospectus supplement and accompanying base prospectus
relating to the offering have been filed, and a final prospectus
supplement will be filed, with the SEC and will be available on the
SEC's website at www.sec.gov. Copies of the preliminary prospectus
supplement and accompanying base prospectus relating to the
offering may be obtained from (1) Citigroup Global Markets Inc.,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, by telephone:
1-800-831-9146 or by email: prospectus@citi.com, (2) BNP Paribas
Securities Corp., 787 Seventh Avenue, New
York, NY 10019, or by telephone: 1-800-854-5674 or by email:
new.york.syndicate@bnpparibas.com, (3) BofA Securities, Inc.,
NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte
NC 28255-0001, Attention: Prospectus Department, or via
email: dg.prospectus_requests@bofa.com, (4) J.P. Morgan Securities
LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, or via
telephone: 1-866-803-9204 and (5) Morgan Stanley & Co. LLC, 180
Varick Street, 2nd Floor, New York,
NY 10014, Attention: Prospectus Department.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to the registration and qualification under the
securities laws of such state or jurisdiction.
About Southwest Airlines Co.
In its 49th year of
service, Dallas-based Southwest
Airlines Co. continues to differentiate itself from other air
carriers with exemplary Customer Service delivered by more than
60,000 Employees to a Customer base topping 130 million passengers
in 2019. Southwest became the nation's largest domestic air carrier
in 2003 and maintains that ranking based on the U.S. Department of
Transportation's most recent reporting of domestic originating
passengers boarded. In peak travel seasons during 2019, Southwest
operated more than 4,000 weekday departures among a network of 101
destinations in the United States
and 10 additional countries.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Specific forward-looking statements include,
without limitation, statements related to the proposed terms of the
offering described herein, the completion, timing, and size of the
proposed offering, and the anticipated use of proceeds from the
offering. Forward-looking statements involve risks, uncertainties,
assumptions, and other factors that are difficult to predict and
that could cause actual results to vary materially from those
expressed in or indicated by them. Factors include, among others,
(i) the extent of the impact of the COVID-19 pandemic, including
the duration, spread, severity, and any recurrence of the COVID-19
pandemic, the duration and scope of related government orders and
restrictions, and the extent of the impact of the COVID-19 pandemic
on overall demand for air travel and the Company's access to
capital; (ii) the impact of fears or actual outbreaks of infectious
disease, economic conditions, governmental actions, extreme or
severe weather and natural disasters, fears of terrorism or war,
actions of competitors, fuel prices, consumer perception, and other
factors beyond the Company's control, on consumer behavior and the
Company's results of operations and business decisions, plans,
strategies, and results; and (iii) other factors, as described in
the Company's filings with the Securities and Exchange Commission,
including the detailed factors discussed under the heading "Risk
Factors" in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, as
supplemented in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2020.
Caution should be taken not to place undue reliance on the
Company's forward-looking statements, which represent the Company's
views only as of the date this report is filed. The Company
undertakes no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
Forward-looking statements should not be relied upon as a
prediction of actual results. Subject to any continuing obligations
under applicable law or any relevant stock exchange rules, the
Company expressly disclaims any obligation to disseminate, after
the date of this press release, any updates or revisions to any
such forward-looking statements to reflect any change in
expectations or events, conditions or circumstances on which any
such statements are based.
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SOURCE Southwest Airlines Co.