2024年10月15日,AS Mileage Plan IP有限公司(以下簡稱"忠誠度髮卡商”)是一家根據開曼群島法律設立的豁免公司,是阿拉斯加航空集團股份有限公司(以下簡稱"公司”)的間接全資子公司,發行並出售了總計62500萬美元的5.021%截至2029年到期的優先擔保票據(以下簡稱"2029年債券”)和總計62500萬美元的5.308%截至2031年到期的優先擔保票據(以下簡稱"2031註記”以及2029票據一起,根據(以下簡稱“2024年10月15日簽署的受益人(以下定義見下文)和美國銀行信託公司國家協會作爲受託人和美國銀行全國協會作爲抵押物保管人所屬的受益權簽發人之間的契約(以下簡稱“票據
”),根據(契約2024年10月15日簽署的契約,由忠誠度簽發人、擔保人(如下文所定義)以及美國銀行信託公司國家協會作爲受託人和美國銀行全國協會作爲抵押物保管人。
這些票據(i)由阿拉斯加航空公司在優先擔保的基礎上共同和單獨提供全面和無條件的擔保。(”阿拉斯加”)和 AS 里程計劃控股有限公司(”HoldCo”),並在公司無擔保的基礎上(合稱”擔保人”)和(ii)在優先優先的基礎上,由忠誠度發行人、阿拉斯加和HoldCo在與阿拉斯加客戶忠誠度計劃阿拉斯加航空里程計劃相關的某些抵押品中的權利、所有權和權益擔保(”抵押品”)。HawaiianMiles計劃的資產最初不會包含在抵押品中,夏威夷控股公司及其子公司將不爲票據提供擔保。
The New Term Loan Facility also contains mandatory prepayment provisions, which may require Loyalty Issuer in certain instances to prepay obligations owing under the New Term Loan Facility or other Priority Lien Debt in connection with, among other things, dispositions of collateral or a change of control. Any prepayment of the New Term Loans prior to the maturity date (other than as a result of an early amortization event, an event of default or certain other mandatory prepayment events thereunder) may require Loyalty Issuer to pay a prepayment premium.
The New Term Loan Facility contains affirmative, negative and financial covenants including a Debt Service Coverage Ratio Test substantially similar to the one applicable to the Notes.
The New Term Loan Facility contains events of default, including a cross-default to other material indebtedness including the Notes. Upon the occurrence and continuation of an event of default (other than an event of default relating to certain bankruptcy or insolvency events of Alaska, Loyalty Issuer and HoldCo), the outstanding obligations under the New Term Loan Facility may be accelerated and become due and payable immediately. Upon the occurrence of an event of default relating to certain bankruptcy or insolvency events of Alaska, Loyalty Issuer and HoldCo, the outstanding obligations under the New Term Loan Facility shall be accelerated and become due and payable immediately.
The description of the New Term Loan Facility contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the New Term Loan Facility, a copy of which is attached as Exhibit 4.4 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 2.01. Termination of a Material Definitive Agreement.
Satisfaction and Discharge of Hawaiian 2026 Senior Secured Notes and 2029 Senior Secured Notes
On October 15, 2024, the Company irrevocably deposited or caused to be irrevocably deposited, with Wilmington National Trust Association, as trustee (the “Trustee”), funds solely for the benefit of the holders of the 5.750% Senior Secured Notes due 2026 (the “2026 Notes”), issued by Hawaiian Brand Intellectual Property, Ltd. and HawaiianMiles Loyalty, Ltd. (the “Hawaiian Issuers”), in an amount sufficient to pay principal, premium and accrued interest on all of the outstanding 2026
Notes to, but not including, the date of redemption and all other sums payable under the indenture pursuant to which the 2026 Notes were issued (the “2026 Notes Indenture”). Accordingly, the 2026 Notes and the 2026 Notes Indenture have been satisfied and discharged.
On October 15, 2024, the Company also irrevocably deposited or caused to be irrevocably deposited with the Trustee, funds solely for the benefit of the holders of the 11.000% Senior Secured Notes due 2029 (the “2029 Notes”), issued by the Hawaiian Issuers, in an amount sufficient to pay principal, premium and accrued interest on all of the outstanding 2029 Notes to, but not including, the date of redemption and all other sums payable under the indenture pursuant to which the 2029 Notes were issued (the “2029 Notes Indenture”). Accordingly, the 2029 Notes and the 2029 Notes Indenture have been satisfied and discharged.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information described under Item 1.01 above is hereby incorporated by reference into this Item 2.03.
ITEM 8.01. Other Events
On October 15, 2024, the Company notified various lenders of its intent to prepay approximately $513.2 million aggregate principal amount of existing debt of Hawaiian Airlines, Inc. Following these notifications, the prepayments are expected to be completed in October.
ITEM 9.01. Financial Statements and Other Exhibits
Indenture, dated as of October 15, 2024, by and among Loyalty Issuer, the Guarantors, U.S. Bank Trust Company, National Association and U.S. Bank National Association.
4.2
Form of 5.021% Senior Secured Notes due 2029 (incorporated by reference to Exhibit A-1 to Exhibit 4.1 filed herewith).
4.3
Form of 5.308% Senior Secured Notes due 2031 (incorporated by reference to Exhibit A-2 to Exhibit 4.1 filed herewith).
New Term Loan Facility, dated as of October 15, 2024, by and among Loyalty Issuer, the Guarantors, the lenders party thereto, Bank of America, N.A. and U.S. Bank Trust Company, National Association.
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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 thereunto duly authorized.
ALASKA AIR GROUP, INC.
Registrant
Date: October 15, 2024
/s/ KYLE B. LEVINE
Kyle B. Levine
Senior Vice President, Legal, General Counsel and Corporate Secretary