Item 1.01.
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Entry into a Material Definitive Agreement
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On June 8, 2020, Southwest Airlines Co. (the “Company”) completed the public offering of $1,800,000,000 aggregate principal amount of debt securities, consisting of $500,000,000 aggregate principal amount of the Company’s 4.750% Notes due 2023 (the “2023 Notes”) and $1,300,000,000 aggregate principal amount of the Company’s 5.125% Notes due 2027 (the “2027 Notes” and together with the 2023 Notes, the “Notes”). The 2023 Notes were offered as an additional issuance of the Company’s 4.750% Notes due 2023, of which the Company issued $750,000,000 aggregate principal amount on May 4, 2020.
The Notes were issued under an indenture, dated as of September 17, 2004 (the “Base Indenture”), between the Company and Wells Fargo Bank, N.A., as trustee, as supplemented by those certain officers’ certificates of the Company, dated May 4, 2020 and June 8, 2020 (the “Officers’ Certificates” and, together with the Base Indenture, the “Indenture”). A form of the Base Indenture was filed with the Securities and Exchange Commission (the “Commission”) as Exhibit 4.1 to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-222963) (the “Registration Statement”), filed with the Commission on February 9, 2018.
The forms of the 2023 Notes and the 2027 Notes (together, the “Global Notes”) issued pursuant to the Indenture are filed herewith as Exhibits 4.1 and 4.2, respectively, and the terms and conditions thereof are incorporated by reference herein. The Global Notes are also filed with reference to, and are hereby incorporated by reference into, the Registration Statement.
The material terms of the Notes are described in the prospectus supplement, dated June 3, 2020, filed by the Company with the Commission on June 5, 2020, pursuant to Rule 424(b)(5) of the Securities Act of 1933, which relates to the offer and sale of the Notes and supplements the prospectus, dated February 9, 2018, that constitutes a part of the Registration Statement. The Notes have been issued pursuant to the Registration Statement.