HONOLULU, Jan. 26, 2021 /PRNewswire/ -- Hawaiian
Airlines, Inc. (the "Company"), a wholly owned subsidiary of
Hawaiian Holdings, Inc. (Nasdaq: HA), today announced the launch of
an unregistered offering of $800
million in aggregate principal amount of Senior Secured
Notes due 2026 (the "Notes") by two newly-formed subsidiary Issuers
(as defined below), subject to market and other conditions.
The Notes will be offered by Hawaiian Brand Intellectual
Property, Ltd., an indirect wholly-owned subsidiary of the Company
(the "Brand Issuer"), and HawaiianMiles Loyalty, Ltd., an indirect
wholly-owned subsidiary of the Company (the "Loyalty Issuer" and,
together with the Brand Issuer, the "Issuers").
The Issuers intend to lend the net proceeds from the offering of
the Notes to the Company, after depositing a portion of such
proceeds in a reserve account. The final terms and amounts of the
Notes are subject to market and other conditions and may be
materially different than expectations.
The Notes are guaranteed by the Company, Hawaiian Holdings,
Inc., and certain subsidiaries of the Company. The Notes will
be secured by, among other things, (a) a first priority lien on the
core assets of the Company's HawaiianMiles loyalty program
(including the intellectual property required or necessary to
operate the loyalty program) and (b) substantially all of the
Company's other brand intellectual property.
The Notes will be offered and sold only to persons reasonably
believed to be qualified institutional buyers, as defined in, and
in reliance on Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act") and to non-U.S. persons in offshore
transactions outside the United
States in reliance on Regulation S under the Securities
Act. The Notes will not be registered under the Securities
Act or any other securities laws of any jurisdiction and will not
have the benefit of any exchange offer or other registration
rights. The Notes may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the Notes nor shall there be
any sale of the Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful. This news release is being
issued pursuant to and in accordance with Rule 135c under the
Securities Act.
About Hawaiian Airlines
Hawaiian Airlines, Inc. is a
subsidiary of Hawaiian Holdings, Inc. (NASDAQ: HA). Additional
information is available at HawaiianAirlines.com. Follow
Hawaiian's Twitter updates (@HawaiianAir), become a fan on
Facebook (Hawaiian Airlines), and follow us on Instagram
(hawaiianairlines). For career postings and updates, follow
Hawaiian's LinkedIn page.
For media inquiries, please visit Hawaiian Airlines' online
newsroom.
Forward-Looking Statements
This press release contains
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 that reflect the Company's
current views with respect to certain current and future events and
financial performance. Such forward-looking statements
include, without limitation, the Company's business plans, the
offering of the Notes, and statements as to other matters that do
not relate strictly to historical facts or statements of
assumptions underlying any of the foregoing. Words such as
"expects," "anticipates," "projects," "intends," "plans,"
"believes," "estimates," variations of such words, and similar
expressions are also intended to identify such forward-looking
statements. These forward-looking statements are and will be
subject to many risks, uncertainties and assumptions relating to
the Company's operations and business environment, all of which may
cause the Company's actual results to be materially different from
any future results, expressed or implied, in these forward-looking
statements. These risks and uncertainties include, without
limitation, the continuing and developing effects of the spread of
COVID-19 on the Company's business operations and financial
condition; whether the Company's cost-cutting plans related to the
COVID-19 pandemic will be effective or sufficient; the duration of
government-mandated and other restrictions on travel; the full
effect that the quarantine, restrictions on travel and other
measures to limit the spread of COVID-19 will have on demand for
air travel in the markets in which the Company operates;
fluctuations and the extent of declining demand for air
transportation in the markets in which the Company operates; the
Company's dependence on the tourism industry; the Company's ability
to generate sufficient cash and manage its available cash; the
Company's ability to accurately forecast economic volatility;
macroeconomic developments; political developments; the price and
availability of aircraft fuel; labor negotiations; regulatory
determinations and related developments; competitive pressures,
including the impact of industry capacity between North America and Hawai'i and interisland;
changes in the Company's future capital needs; and foreign currency
exchange rate fluctuations.
The risks, uncertainties and assumptions referred to above that
could cause the Company's results to differ materially from the
results expressed or implied by such forward-looking statements
also include the risks, uncertainties and assumptions discussed
from time to time in the Company's other public filings and public
announcements, including the Company's Annual Report on Form 10-K
and the Company's Quarterly Reports on Form 10-Q, as well as other
documents that may be filed by the Company from time to time with
the Securities and Exchange Commission. All forward-looking
statements included in this document are based on information
available to the Company on the date hereof. The Company does
not undertake to publicly update or revise any forward-looking
statements to reflect events or circumstances that may arise after
the date hereof even if experience or future changes make it clear
that any projected results expressed or implied herein will not be
realized.
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SOURCE Hawaiian Airlines, Inc.