CHICAGO, June 25, 2020 /PRNewswire/ -- Today, United
Airlines, Inc. ("United") announced the pricing and upsize of the
previously announced private offering by Mileage Plus Holdings,
LLC, a direct wholly-owned subsidiary of United that operates the
MileagePlus program ("MPH"), and Mileage Plus Intellectual Property
Assets, Ltd., an indirect wholly-owned subsidiary of MPH ("MIPA"
and, together with MPH, the "MileagePlus Subsidiaries"). An
aggregate of $3.8 billion in
principal amount of 6.50% senior secured notes due 2027 (the
"Notes") is expected to be issued on July 2,
2020, subject to customary closing conditions. Concurrently
with the issuance of the Notes, United expects the MileagePlus
Subsidiaries to enter into a credit agreement providing for a term
loan facility ("Term Loan Facility") for an aggregate of
$3.0 billion, also subject to
customary closing conditions. The Notes and the Term Loan Facility,
in a total aggregate amount of $6.8
billion, replace the previously announced committed term
loan facility.
This press release is neither an offer to sell nor the
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 offering, solicitation or sale would be
unlawful. The Notes are being offered only to qualified
institutional buyers in an offering exempt from registration in
reliance on Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), and outside the
United States in reliance on Regulation S under the
Securities Act. The Notes have not been registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States
without registration or an applicable exemption from the
registration requirements of the Securities Act or any applicable
state securities laws.
About United
United's shared purpose is "Connecting People. Uniting the
World." For more information, visit united.com, follow @United on
Twitter and Instagram or connect on Facebook. The common stock of
United's parent, United Airlines Holdings, Inc., is traded on the
Nasdaq under the symbol "UAL".
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995: Certain statements in this release
are forward-looking and thus reflect the Company's current
expectations and beliefs with respect to certain current and future
events and anticipated financial and operating performance. Such
forward-looking statements are and will be subject to many risks
and uncertainties relating to the Company's operations and business
environment that may cause actual results to differ materially from
any future results expressed or implied in such forward-looking
statements. Words such as "expects," "will," "plans,"
"anticipates," "indicates," "remains," "believes," "estimates,"
"forecast," "guidance," "outlook," "goals," "targets" and similar
expressions are intended to identify forward-looking statements.
Additionally, forward-looking statements include statements that do
not relate solely to historical facts, such as statements which
identify uncertainties or trends, discuss the possible future
effects of current known trends or uncertainties, or which indicate
that the future effects of known trends or uncertainties cannot be
predicted, guaranteed or assured. All forward-looking statements in
this release are based upon information available to the Company on
the date of this release. The Company undertakes no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events, changed circumstances
or otherwise, except as required by applicable law. The Company's
actual results could differ materially from these forward-looking
statements due to numerous factors including, without limitation,
the following: the duration and spread of the ongoing global
COVID-19 pandemic and the outbreak of any other disease or similar
public health threat and the impact on the business, results of
operations and financial condition of the Company; the risk that
the MileagePlus financing is not completed; the lenders' ability to
accelerate the MileagePlus indebtedness, foreclose upon the
collateral securing the MileagePlus indebtedness or exercise other
remedies if the Company is not able to comply with the covenants in
the MileagePlus financing agreement; the final terms of
borrowing pursuant to the Loan Program under the CARES Act, if any,
and the effects of the grant and promissory note through the
Payroll Support Program under the CARES Act; the costs and
availability of financing; the Company's significant amount of
financial leverage from fixed obligations and ability to seek
additional liquidity and maintain adequate liquidity; the Company's
ability to comply with the terms of its various financing
arrangements; the material disruption of the Company's strategic
operating plan as a result of the COVID-19 pandemic and the
Company's ability to execute its strategic operating plans in the
long term; general economic conditions (including interest rates,
foreign currency exchange rates, investment or credit market
conditions, crude oil prices, costs of aircraft fuel and energy
refining capacity in relevant markets); risks of doing business
globally, including instability and political developments that may
impact its operations in certain countries; demand for travel and
the impact that global economic and political conditions have on
customer travel patterns; the Company's capacity decisions and the
capacity decisions of its competitors; competitive pressures on
pricing and on demand; changes in aircraft fuel prices; disruptions
in the Company's supply of aircraft fuel; the Company's ability to
cost-effectively hedge against increases in the price of aircraft
fuel, if it decides to do so; the effects of any technology
failures, cybersecurity or significant data breaches; disruptions
to services provided by third-party service providers; potential
reputational or other impact from adverse events involving the
Company's aircraft or operations, the aircraft or operations of its
regional carriers or its code share partners or the aircraft or
operations of another airline; the Company's ability to attract and
retain customers; the effects of any terrorist attacks,
international hostilities or other security events, or the fear of
such events; the mandatory grounding of aircraft in the Company's
fleet; disruptions to the Company's regional network as a result of
the COVID-19 pandemic or otherwise; the impact of regulatory,
investigative and legal proceedings and legal compliance risks; the
success of the Company's investments in other airlines, including
in other parts of the world, which involve significant challenges
and risks, particularly given the impact of the COVID-19 pandemic;
industry consolidation or changes in airline alliances; the ability
of other air carriers with whom the Company has alliances or
partnerships to provide the services contemplated by the respective
arrangements with such carriers; costs associated with any
modification or termination of the Company's aircraft orders;
disruptions in the availability of aircraft, parts or support from
its suppliers; the Company's ability to maintain satisfactory labor
relations and the results of any collective bargaining agreement
process with its union groups; any disruptions to operations due to
any potential actions by the Company's labor groups; labor costs;
the impact of any management changes; extended interruptions or
disruptions in service at major airports where the Company
operates; U.S. or foreign governmental legislation, regulation and
other actions (including Open Skies agreements, environmental
regulations and the United Kingdom's withdrawal from the
European Union); the seasonality of the airline industry; weather
conditions; the costs and availability of aviation and other
insurance; the Company's ability to realize the full value of its
intangible assets and long-lived assets; any impact to the
Company's reputation or brand image and other risks and
uncertainties set forth under Part I, Item 1A., "Risk Factors," of
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, as updated by the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
2020 and the Company's Current Report on Form 8-K
filed June 15, 2020, as well as other risks and uncertainties
set forth from time to time in the reports it files with the
SEC.
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SOURCE United Airlines