Entry into a Material Definitive Agreement
On July 31, 2020, Southwest Airlines Co. (the “Company”)
completed the public offering of $1,000,000,000 aggregate principal
amount of debt securities, consisting of $300,000,000 aggregate
principal amount of the Company’s 5.250% Notes due 2025 (the “2025
Notes”) and $700,000,000 aggregate principal amount of the
Company’s 5.125% Notes due 2027 (the “2027 Notes” and together with
the 2025 Notes, the “Notes”). The 2025 Notes were offered as an
additional issuance of the Company’s 5.250% Notes due 2025, of
which the Company issued $1,250,000,000 aggregate principal amount
on May 4, 2020, and the 2027 Notes were offered as an
additional issuance of the Company’s 5.125% Notes due 2027, of
which the Company issued $1,300,000,000 aggregate principal amount
on June 8, 2020.
The Notes were issued under an indenture, dated as of
September 17, 2004 (the “Base Indenture”), between the Company
and Wells Fargo Bank, N.A., as trustee, as supplemented by those
certain officers’ certificates of the Company, dated May 4,
2020, June 8, 2020, and July 31, 2020 (the “Officers’
Certificates” and, together with the Base Indenture, the
“Indenture”). A form of the Base Indenture was filed with the
Securities and Exchange Commission (the “Commission”) as Exhibit
4.1 to the Company’s automatic shelf registration statement on Form
No. 333-222963) (the
“Registration Statement”), filed with the Commission on
February 9, 2018.
The forms of the 2025 Notes and the 2027 Notes (together, the
“Global Notes”) issued pursuant to the Indenture are filed herewith
as Exhibits 4.1 and 4.2, respectively, and the terms and conditions
thereof are incorporated by reference herein. The Global Notes are
also filed with reference to, and are hereby incorporated by
reference into, the Registration Statement.
The material terms of the Notes are described in the prospectus
supplement, dated July 28, 2020, filed by the Company with the
Commission on July 30, 2020, pursuant to Rule 424(b)(5) of the
Securities Act of 1933, which relates to the offer and sale of the
Notes and supplements the prospectus, dated February 9, 2018,
that constitutes a part of the Registration Statement. The Notes
have been issued pursuant to the Registration Statement.
Creation of a Direct Financial Obligation or an Obligation under an
Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated
herein by reference.
The Company completed its public offering of the Notes pursuant to
the Underwriting Agreement filed as Exhibit 1.1 to this Current
Report on Form 8-K.
Financial Statements and Exhibits