DALLAS, July 28, 2020 /PRNewswire/ -- Southwest
Airlines Co. (NYSE: LUV) (the "Company") today announced that it
has priced an underwritten public offering of $1,000,000,000 aggregate principal amount of its
senior notes, consisting of $300,000,000 aggregate principal amount of 5.250%
Notes due 2025 (the "2025 Notes") and $700,000,000 aggregate principal amount of 5.125%
Notes due 2027 (the "2027 Notes," and, collectively with the 2025
Notes, the "Notes"). The 2025 Notes will be issued at 106.768% of
par and the 2027 Notes will be issued at 105.170% of par, plus
accrued interest, to yield 3.661% and 4.231% respectively.
The 2025 Notes are being offered as an additional issuance of
the Company's 5.250% Notes due 2025, of which the Company issued
$1.25 billion aggregate principal
amount on May 4, 2020, and have
identical terms, other than the issue date and issue price, as the
initial notes of that series. The 2027 Notes are being offered as
an additional issuance of the Company's 5.125% Notes due 2027, of
which the Company issued $1.3 billion
aggregate principal amount on June 8,
2020, 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
for general corporate purposes, which may include, but are not
limited to, repayment or redemption of unsecured indebtedness
maturing in the next 12 months or other corporate obligations. The
offering is expected to close on or about July 31, 2020, subject to customary closing
conditions.
Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC are
acting as joint lead book-running managers for the offering.
Comerica Securities, Inc., Cowen and Company, LLC and
Penserra Securities LLC are acting as co-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)
Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attention: Prospectus
Department, by telephone: 1-866-471-2526, by facsimile:
212-902-9316 or by email: prospectus-ny@ny.email.gs.com and
(2) Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000
Minneapolis, MN 55402, Attention:
WFS Customer Service, by telephone: 1-800-645-3751 or by email:
wfscustomerservice@wellsfargo.com.
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 50th 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. In early 2020, the carrier added
service to Hilo, Hawaii, and
Cozumel, Mexico for a total of 103
airports served.
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 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;
the duration and scope of the Company's related self-imposed
restrictions to address customer and employee health concerns; the
extent of the impact of the COVID-19 pandemic on overall demand for
air travel and the Company's related business plans and decisions;
and any negative impact of the COVID-19 pandemic on the Company's
access to capital; (ii) the impact of 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 June 30, 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.