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Item
1.01
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Entry into a Material Definitive Agreement
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On March 3, 2021, United Airlines Holdings,
Inc. (“UAL”) entered into an equity distribution agreement (the “Distribution Agreement”) with Morgan Stanley
& Co. LLC, AmeriVet Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., BBVA Securities Inc., BNP Paribas Securities
Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Loop Capital Markets LLC and Wells Fargo 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 37,000,000 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. 333-250153), which became effective upon filing by the Company with the Securities and Exchange Commission
(the “SEC”) on November 17, 2020, and a prospectus supplement dated March 3, 2021 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 first quarter of 2021.
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) March
31, 2023.
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.