Current Report Filing (8-k)
June 15 2020 - 8:39AM
Edgar (US Regulatory)
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8-K
2020-06-15
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2020-06-14
2020-06-15
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UAL:UnitedAirLinesIncMember
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 15, 2020
UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-06033
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36-2675207
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Delaware
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001-10323
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74-2099724
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification Number)
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233 S. Wacker Drive, Chicago, IL
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60606
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233 S. Wacker Drive, Chicago, IL
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60606
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(Address of principal executive offices)
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(Zip Code)
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(872) 825-4000
(872) 825-4000
Registrant’s
telephone number, including area code
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act.
Registrant
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Title of Each Class
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Trading
Symbol
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Name of Each Exchange
on Which Registered
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United Airlines Holdings, Inc.
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Common Stock, $0.01 par value
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UAL
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The Nasdaq Stock Market LLC
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United Airlines, Inc.
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None
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None
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None
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. o
Co-Registrant CIK
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0000319687
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Co-Registrant Amendment Flag
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false
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Co-Registrant Form Type
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8-K
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Co-Registrant DocumentPeriodEndDate
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2020-06-15
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Co-Registrant Written Communications
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false
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Co-Registrant Solicitating Materials
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false
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Co-Registrant PreCommencement Tender Offer
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false
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Co-Registrant PreCommencement Issuer Tender Offer
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false
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Co-Registrant Entity Emerging Growth Company
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false
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Item 1.01
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Entry into a Material Definitive Agreement
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On
June 15, 2020, United Airlines Holdings, Inc. (“UAL”) entered into an equity distribution agreement (the “Distribution
Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC (collectively, the “Managers”),
relating to the issuance and sale from time to time by UAL (the “ATM Offering”), through the Managers, of up to 28,000,000
shares of UAL’s common stock, par value $0.01 per share (the “Shares”). Sales of the Shares, if any, under the
Distribution Agreement may be made in any transactions that are deemed to be “at the market offerings” as defined in
Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under the terms of the Distribution Agreement,
UAL may also sell Shares to any Manager, as principal for its own account, at a price agreed upon at the time of sale. If UAL sells
Shares to a Manager as principal, UAL will enter into a separate terms agreement with such Manager.
The
Distribution Agreement includes customary representations, warranties and covenants by UAL and customary obligations of the parties
and termination provisions. The Company has agreed to indemnify the Managers against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the Managers may be required to make with respect to any of those liabilities.
Under the terms of the Distribution Agreement, UAL will pay the Managers a commission of up to 1% of the gross sales price of any
Shares sold.
The
Shares to be sold under the Distribution Agreement, if any, will be issued and sold pursuant to the prospectus forming a part of
UAL’s shelf registration statement on Form S-3 (File No. 333-221865), which became effective upon filing by the Company with
the Securities and Exchange Commission (the “SEC”) on
December 1, 2017, and a prospectus supplement dated June 15, 2020 related thereto. UAL plans to use the net proceeds from any sales
pursuant to the Distribution Agreement for general corporate purposes. The net proceeds from any sales pursuant to the Distribution
Agreement are not included in the calculation of the amount of total available liquidity that the Company previously disclosed
that it expects at the end of the third quarter of 2020.
The
offering of common stock pursuant to the Distribution Agreement will terminate upon the earliest of (1) the sale of all common
stock subject to the Distribution Agreement, (2) the termination of the Distribution Agreement by UAL or by any of the Managers,
with respect to such Manager only or (3) June 30, 2022.
The
foregoing description of the Distribution Agreement is not complete and is qualified in its entirety by reference to the full text
of the Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
in this Item 1.01 by reference. In connection with the ATM Offering, Sidley Austin LLP provided the Company with the legal opinion
attached to this Current Report on Form 8-K as Exhibit 5.1.
The
Managers and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions
with UAL in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense
reimbursement for these commercial and investment banking transactions.
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Item 9.01
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Financial
Statements and Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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UNITED AIRLINES HOLDINGS, INC.
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UNITED AIRLINES, INC.
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By:
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/s/ Gerald Laderman
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Name:
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Gerald Laderman
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Title:
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Executive Vice President and Chief Financial Officer
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Date: June 15, 2020
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