American Airlines Group Inc. (NASDAQ: AAL) (the “Company”) today
announced that it priced its underwritten public offering of
74,100,000 shares of its common stock (the “Common Stock”) (or
approximately $1,000.4 million of shares of its Common Stock) at a
public offering price of $13.50 per share (such offering, the
“Common Stock Offering”) and its underwritten public offering of
$1,000,000,000 aggregate principal amount of its 6.50% convertible
senior notes due 2025 (the “Convertible Notes” and such offering,
the “Convertible Notes Offering”). The size of the Common Stock
Offering was increased from the previously announced $750,000,000
of shares of Common Stock and the aggregate principal amount of the
Convertible Notes Offering was increased from the previously
announced $750,000,000. The aggregate net proceeds to the Company
from the Common Stock Offering and the Convertible Notes Offering,
after deducting underwriting discounts and other offering expenses,
are expected to be approximately $1,936.2 million. The Company
expects to use the net proceeds from the Common Stock Offering and
the Convertible Notes Offering for general corporate purposes and
to enhance the Company’s liquidity position.
The Company has granted the underwriters of the
offerings a 30-day option to purchase, in whole or in part, up to
11,115,000 additional shares of Common Stock (or approximately
$150.1 million of additional shares of Common Stock) at the public
offering price less the underwriting discount in the Common Stock
Offering (reflecting an increase from the previously announced
option of up to $112,500,000 of additional shares of Common Stock)
and a 30-day option to purchase, in whole or in part, up to
$150,000,000 aggregate principal amount of additional Convertible
Notes in the Convertible Notes Offering (reflecting an increase
from the previously announced option of up to $112,500,000
aggregate principal amount of additional Convertible Notes), in
each case solely to cover over-allotments, if any.
The Convertible Notes will be convertible by
holders into shares of Common Stock if certain conditions are met
and during certain periods, based on an initial conversion rate of
61.7284 shares of Common Stock per $1,000 principal amount of the
Convertible Notes, which is equivalent to a conversion price of
approximately $16.20 per share, representing a premium of 20.0%
above the offering price per share in the Common Stock Offering.
The Company will settle conversions of the Convertible Notes in
cash, shares of Common Stock, or a combination thereof at the
Company’s election. The Convertible Notes will be guaranteed by the
Company’s direct wholly-owned subsidiary, American Airlines,
Inc.
Both of the Common Stock Offering and the
Convertible Notes Offering are expected to close on June 25, 2020,
subject to customary closing conditions. The closing of neither the
Common Stock Offering nor the Convertible Notes Offering is
conditioned upon the closing of the other offering.
Goldman Sachs & Co. LLC, Citigroup, BofA
Securities and J.P. Morgan are acting as bookrunners and as
representatives of the underwriters for the Common Stock Offering
and the Convertible Notes Offering. The Company has filed a
registration statement (including a prospectus) with the SEC as
well as preliminary prospectus supplements with respect to each of
the offerings to which this communication relates. Before you
invest, you should read the applicable preliminary prospectus
supplement and the prospectus in that registration statement and
other documents the Company has filed with the SEC for more
complete information about the Company and these offerings. You may
get these documents free by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, the Company, any underwriter or any
dealer participating in the applicable offering will arrange to
send you the applicable preliminary prospectus supplement (or, when
available, the applicable final prospectus supplement) and the
accompanying prospectus upon request to: Goldman Sachs & Co.
LLC, Attention: Prospectus Department, 200 West Street, New York,
NY 10282, or by telephone at (866) 471-2526, or by email at
prospectus-ny@ny.email.gs.com; Citigroup, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by
telephone at (800) 831-9146; BofA Securities, NC1-004-03-43, 200
North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn:
Prospectus Department, or by email at
dg.prospectus_requests@bofa.com; or J.P. Morgan, c/o Broadridge
Financial Solutions, 1155 Long Island Ave., Edgewood, NY 11717,
Attn: Prospectus Department, or by telephone at (866) 803-9204, or
by email at prospectus-eq_fi@jpmchase.com.
This press release does not constitute an offer to
sell or a solicitation of an offer to buy the shares of Common
Stock or the Convertible 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.
Cautionary Statement Regarding
Forward-Looking StatementsCertain of the statements
contained or referred to herein, including those regarding the
proposed offerings, should be considered forward-looking statements
within the meaning of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements may be identified by words such as “may,” “will,”
“expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,”
“project,” “could,” “should,” “would,” “continue,” “seek,”
“target,” “guidance,” “outlook,” “if current trends continue,”
“optimistic,” “forecast” and other similar words. Such statements
include, but are not limited to, statements about the Company’s
plans, objectives, expectations, intentions, estimates and
strategies for the future, and other statements that are not
historical facts. These forward-looking statements are based on the
Company’s current objectives, beliefs and expectations, and they
are subject to significant risks and uncertainties that may cause
actual results and financial position and timing of certain events
to differ materially from the information in the forward-looking
statements. These risks and uncertainties include, but are not
limited to, those set forth herein as well as in American Airlines
Group Inc.’s Quarterly Report on Form 10-Q for the three months
ended March 31, 2020 (especially in Part I, Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations and Part II, Item 1A. Risk Factors), as updated by
American Airlines Group Inc.’s Current Report on Form 8-K filed on
June 22, 2020 and other risks and uncertainties listed from time to
time in the Company’s other filings with the Securities and
Exchange Commission. In particular, the consequences of the
coronavirus outbreak to economic conditions and the travel industry
in general and the financial position and operating results of the
Company in particular have been material, are changing rapidly, and
cannot be predicted. Additionally, there may be other factors of
which the Company is not currently aware that may affect matters
discussed in the forward-looking statements and may also cause
actual results to differ materially from those discussed. The
Company does not assume any obligation to publicly update or
supplement any forward-looking statement to reflect actual results,
changes in assumptions or changes in other factors affecting these
forward-looking statements other than as required by law. Any
forward-looking statements speak only as of the date hereof or as
of the dates indicated in the statement.Investor
Relationsinvestor.relations@aa.com
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