Entry into a Material Definitive Agreement.
On August 5, 2020, Hawaiian Airlines, Inc. (“Hawaiian”), a
wholly owned subsidiary of Hawaiian Holdings, Inc. (“Holdings” and
together with Hawaiian, the “Company”), and Wilmington Trust,
National Association, as subordination agent and pass through
trustee (the “Trustee”) under two pass through trusts newly formed
by Hawaiian (the “Pass Through Trusts”), entered into a Note
Purchase Agreement, dated as of August 5, 2020 (the “Note
The Note Purchase Agreement provides for the issuance by Hawaiian
of two series of equipment notes (the “Equipment Notes”) in the
aggregate principal amount of $261,986,000 to finance two Airbus
A330-243 aircraft and six
Airbus A321-200neo aircraft (collectively, such aircraft to be
financed, the “Aircraft”). Pursuant to the Note Purchase Agreement,
the Trustee purchased the Equipment Notes issued under separate
Trust Indentures and Mortgages (each, an “Indenture” and
collectively, the “Indentures”) with respect to such Aircraft.
Each Indenture contemplates the issuance of the Equipment Notes in
two series: Series A, bearing interest at the rate of 7.375%
per annum, and Series B, bearing interest at the rate of
11.250% per annum, in aggregate principal amounts of $216,976,000
and $45,010,000, respectively. The Equipment Notes were purchased
by the Trustee, using the proceeds from the sale of Class A
Pass Through Certificates, Series 2020-1 (the “Class A
Certificates”) and Class B Pass Through Certificates, Series
2020-1 (the “Class B
Certificates” and together with the Class A Certificates, the
“Certificates”), issued through the Pass Through Trusts to
facilitate the financing of the Aircraft.
The interest on the Equipment Notes is payable semi-annually on
each March 15 and September 15, beginning on
March 15, 2021. The principal payments of the Equipment Notes
are scheduled for payment on March 15 and September 15 of
each year, commencing on March 15, 2021. The final payments on
the Series A Equipment Notes and the Series B Equipment Notes will
be due on September 15, 2027 and September 15, 2025,
The maturity of the Equipment Notes may be accelerated upon the
occurrence of certain events of default, including a failure by
Hawaiian (in some cases after notice or the expiration of a grace
period, or both) to make payments under the applicable Indenture
when due or to comply with certain covenants, as well as certain
bankruptcy events involving Hawaiian. The Equipment Notes issued
with respect to each Aircraft will be secured by a lien on such
Aircraft and will be cross collateralized by the other Aircraft
financed pursuant to the Note Purchase Agreement.
The Certificates were offered in reliance on exemptions from
registration under the Securities Act of 1933, as amended (the
“Securities Act”) for offers and sales of securities that do not
involve a public offering, and for resale by the initial purchasers
to persons reasonably believed to be qualified institutional buyers
pursuant to the exemption from registration provided by Rule 144A
under the Securities Act. The Company relied on these exemptions
from registration based in part on acknowledgements,
representations and agreements made by the initial purchasers in a
certificate purchase agreement.
The foregoing description of these agreements and instruments is
qualified in its entirety by reference to these agreements and
instruments, copies of which are filed herewith as exhibits and are
incorporated by reference herein.
Creation of Direct Financial Obligation.
The information set forth in Item 1.01 above is hereby incorporated
by reference into this Item 2.03.