0000006201false0000004515false00000062012023-03-132023-03-130000006201srt:SubsidiariesMember2023-03-132023-03-130000006201us-gaap:CommonStockMember2023-03-132023-03-130000006201us-gaap:WarrantMember2023-03-132023-03-13
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):
March 13, 2023
AMERICAN AIRLINES GROUP INC.
AMERICAN AIRLINES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware |
|
1-8400 |
|
75-1825172 |
|
Delaware |
|
1-2691 |
|
13-1502798 |
|
(State or other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Skyview Drive, |
Fort Worth, |
Texas |
|
|
76155 |
|
1 Skyview Drive, |
Fort Worth, |
Texas |
|
|
76155 |
|
(Address of principal executive offices) |
|
|
(Zip Code) |
Registrant’s telephone number, including area code:
(682) 278-9000
(682) 278-9000
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:
|
|
|
|
|
|
|
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
|
Common Stock, $0.01 par value per share |
|
AAL |
|
The Nasdaq Global Select Market |
|
Preferred Stock Purchase Rights |
|
—
|
|
(1)
|
(1)
Attached to the Common Stock
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
Emerging growth company |
☐ |
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. ☐
|
|
|
|
|
|
|
ITEM 1.01. |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
|
On March 13, 2023, American Airlines, Inc., a Delaware corporation
(the “Company”) and American Airlines Group Inc. (“AAG”) entered
into the Ninth Amendment to Amended and Restated Credit and
Guaranty Agreement (the “Ninth Amendment”), amending the Amended
and Restated Credit and Guaranty Agreement, dated as of April 20,
2015 (as amended or amended and restated prior to the date hereof,
the “Prior 2014 Credit Agreement” and, as amended by the Ninth
Amendment, the “2014 Credit Agreement”), by and among the Company,
AAG, the lenders party thereto and Citibank, N.A., as
administrative agent and as an issuing lender. Pursuant to the
Ninth Amendment, the Company incurred incremental revolving credit
commitments in an aggregate amount of $1,247.9 million (the “2014
Incremental Revolving Facility”) and terminated a proportionate
amount of the revolving commitments that remained outstanding under
the revolving credit facility provided for by the Prior 2014 Credit
Agreement (the “Existing 2014 Revolving Facility”; together with
the 2014 Incremental Revolving Facility, the “2014 Revolving
Facility”). The terms of the 2014 Incremental Revolving Facility
are substantially similar to the terms of the Existing 2014
Revolving Facility; provided that the maturity date of the Existing
2014 Revolving Facility is October 11, 2024 and the maturity date
of the 2014 Incremental Revolving Facility is October 13, 2026. The
Ninth Amendment amended certain other terms of the Prior 2014
Credit Agreement, including the requirements for delivery of
appraisals and certain other covenants. Additionally, the Ninth
Amendment transitioned the benchmark interest rate for the 2014
Revolving Facility and the term loan facility under the Prior 2014
Credit Agreement (the “2014 Term Loan Facility”) from LIBOR to the
term secured overnight funding rate (“SOFR”).
As a result of the Ninth Amendment, the 2014 Revolving Facility
bears interest at a base rate (subject to a floor of 1.00%) plus an
applicable margin of 2.25%, 2.50% or 2.75%, depending on AAG’s
public corporate rating, or, at the Company’s option, the SOFR rate
for a tenor of one, three or six months, depending on the interest
period selected by the Company (subject to a floor of 0.00%), plus
the SOFR adjustment applicable to such interest period plus an
applicable margin of 3.25%, 3.50% or 3.75%, depending on AAG’s
public corporate rating, and the Term Loan Facility bears interest
at a base rate (subject to a floor of 1.00%) plus an applicable
margin of 1.75% or, at the Company’s option, the SOFR rate for a
tenor of one, three or six months, depending on the interest period
selected by the Company (subject to a floor of 0.00%), plus the
SOFR adjustment applicable to such interest period plus an
applicable margin of 0.75%.
Also on March 13, 2023, the Company and AAG entered into the Eighth
Amendment to Amended and Restated Credit and Guaranty Agreement
(the “Eighth Amendment”), amending the Amended and Restated Credit
and Guaranty Agreement, dated as of May 21, 2015 (as amended or
amended and restated prior to the date hereof, the “Prior 2013
Credit Agreement” and, as amended by the Eighth Amendment, the
“2013 Credit Agreement”), by and among the Company, AAG, the
lenders party thereto and Barclays Bank PLC, as administrative
agent and as an issuing lender. Pursuant to the Eighth Amendment,
the Company incurred incremental revolving credit commitments in an
aggregate amount of $563.0 million (the “2013 Incremental Revolving
Facility”) and terminated a proportionate amount of the revolving
commitments that remained outstanding under the revolving credit
facility provided for by the Prior 2013 Credit Agreement (the
“Existing 2013 Revolving Facility”; together with the 2013
Incremental Revolving Facility, the “2013 Revolving Facility”). The
terms of the 2013 Incremental Revolving Facility are substantially
similar to the terms of the Existing 2013 Revolving Facility;
provided that the maturity date of the Existing 2013 Revolving
Facility is October 11, 2024 and the maturity date of the 2013
Incremental Revolving Facility is October 13, 2026. The Eighth
Amendment amended certain other terms of the Prior 2013 Credit
Agreement, including certain covenants. As a result of the Eighth
Amendment, the 2013 Revolving Facility bears interest at a base
rate (subject to a floor of 1.00%) plus an applicable margin of
2.25%, 2.50% or 2.75%, depending on AAG’s public corporate rating,
or, at the Company’s option, the SOFR rate for a tenor of one,
three or six months, depending on the interest period selected by
the Company (subject to a floor of 0.00%), plus the SOFR adjustment
applicable to such interest period plus an applicable margin of
3.25%, 3.50% or 3.75%, depending on AAG’s public corporate
rating.
Additionally, on March 13, 2023, the Company and AAG entered into
the Sixth Amendment to Credit and Guaranty Agreement (the “Sixth
Amendment”), amending the Credit and Guaranty Agreement, dated as
of April 29, 2016 (as amended or amended and restated prior to the
date hereof, the “Prior April 2016 Credit Agreement” and, as
amended by the Sixth Amendment, the “April 2016 Credit Agreement”),
by and among the Company, AAG, the lenders party thereto and
Barclays Bank PLC, as administrative agent. Pursuant to the Sixth
Amendment, the Company incurred incremental revolving credit
commitments in an aggregate amount of $341.6 million (the “2016
Incremental Revolving Facility”) and terminated a proportionate
amount of the revolving commitments that remained outstanding under
the revolving credit facility provided for by the Prior April 2016
Credit Agreement (the “Existing April 2016 Revolving Facility”;
together with the 2016 Incremental Revolving Facility, the “2016
Revolving Facility”). The terms of the 2016 Incremental Revolving
Facility are substantially similar to the terms of the Existing
April 2016
Revolving Facility; provided that the maturity date of the Existing
April 2016 Revolving Facility is October 11, 2024 and the maturity
date of the 2016 Incremental Revolving Facility is October 13,
2026. The Sixth Amendment amended certain other terms of the Prior
April 2016 Credit Agreement, including the requirements for
delivery of appraisals and certain other covenants. Additionally,
the Sixth Amendment transitioned the benchmark interest rate for
the 2016 Revolving Facility from LIBOR to SOFR. As a result of the
Sixth Amendment, the 2016 Revolving Facility bears interest at a
base rate (subject to a floor of 1.00%) plus an applicable margin
of 2.25%, 2.50% or 2.75%, depending on AAG’s public corporate
rating, or, at the Company’s option, the SOFR rate for a tenor of
one, three or six months, depending on the interest period selected
by the Company (subject to a floor of 0.00%), plus the SOFR
adjustment applicable to such interest period plus an applicable
margin of 3.25%, 3.50% or 3.75%, depending on AAG’s public
corporate rating.
As a result of the foregoing amendments, through October 11, 2024,
the aggregate commitments under the 2013 Revolving Facility, the
2014 Revolving Facility and the 2016 Revolving Facility will be
$2,812.5 million, and thereafter through October 13, 2026 such
aggregate commitments will decrease to $2,152.5
million.
See the Annual Report on Form 10-K of AAG and the Company for the
fiscal year ended December 31, 2022 for more information regarding
the credit facilities established under the 2013 Credit Agreement,
the 2014 Credit Agreement and the April 2016 Credit
Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, American Airlines Group Inc. has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMERICAN
AIRLINES
GROUP
INC.
|
|
|
|
|
Date: March 13, 2023 |
By: |
|
/s/ Devon E. May |
|
|
|
Devon E. May |
|
|
|
Executive Vice President and
Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of
1934, American Airlines, Inc. has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMERICAN
AIRLINES,
INC.
|
|
|
|
|
Date: March 13, 2023 |
By: |
|
/s/ Devon E. May |
|
|
|
Devon E. May |
|
|
|
Executive Vice President and
Chief Financial Officer |
American Airlines (NASDAQ:AAL)
Historical Stock Chart
From May 2023 to Jun 2023
American Airlines (NASDAQ:AAL)
Historical Stock Chart
From Jun 2022 to Jun 2023
