HONOLULU, June 24,
2024 /PRNewswire/ -- Hawaiian Airlines, Inc. (the
"Company") today announced that Hawaiian Brand Intellectual
Property, Ltd. (the "Brand Issuer"), an exempted company
incorporated with limited liability under the laws of the
Cayman Islands and an indirect
wholly owned subsidiary of the Company, and HawaiianMiles
Loyalty, Ltd. (the "Loyalty Issuer", and, together with the Brand
Issuer, the "Issuers" and each, an "Issuer"), have commenced an
offer to exchange (the "Exchange Offer") any and all of their
outstanding 5.750% Senior Secured Notes due 2026 (the "Existing
Notes") held by Eligible Holders, as defined below, for the
Issuers' 11.000% Senior Secured Notes due 2029 (the "New Notes")
and cash.
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Exchange
Consideration per $1,000 Principal Amount of
2026 Notes Tendered
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Total Consideration
for 2026
Notes Tendered On or Prior
to the Early Exchange Time
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Exchange
Consideration
Amount for each $1,000
Principal Amount of 2026
Notes Tendered After the
Early Exchange Time
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Notes
to be Exchanged
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CUSIP/ISINs
Nos.
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Outstanding
Principal
Amount
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11.000% Senior
Secured
Notes due
2029
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Cash
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11.000% Senior
Secured
Notes due
2029
|
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Cash
|
5.750% Senior
Secured Notes due
2026
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41984LAA5;
US41984LAA52
G4404LAA8;
USG4404LAA82
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$1,200,000,000
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$825.0
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$175.0
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$825.0
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$125.0
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Prior to the launch of the Exchange Offer and Consent
Solicitation, holders of the Existing Notes representing nearly 50%
of the aggregate principal amount of the Existing Notes outstanding
(the "Supporting Holders") have indicated their intent to
participate in the Exchange Offer and Consent Solicitation, but no
assurance can be given that any such Supporting Holder will
participate.
In connection with the Exchange Offer, the Issuers are
soliciting (the "Consent Solicitation" and, together with the
Exchange Offer, the "Exchange Offer and Consent Solicitation")
consents (the "Consents") to the adoption of certain amendments
(the "Proposed Amendments") to the indenture governing the Existing
Notes. Eligible Holders who tender their Existing Notes pursuant to
the Exchange Offer must also deliver Consents to the Proposed
Amendments. Eligible Holders may not deliver Consents to the
Proposed Amendments without also validly tendering their Existing
Notes.
The Exchange Offer and Consent Solicitation is being made solely
to Eligible Holders upon the terms and subject to the conditions
set forth in the confidential offering memorandum and solicitation
statement (the "Offering Memorandum"), and the related letter of
transmittal (the "Letter of Transmittal" and together with the
Offering Memorandum, the "Exchange Offer Materials"), each dated
June 24, 2024.
The Exchange Offer and Consent Solicitation is being made only
(a) in the United States, to
holders of Existing Notes who are reasonably believed to be
"qualified institutional buyers," as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and
(b) outside the United
States, to holders of Existing Notes who are not "U.S.
persons" (as defined in Regulation S under the Securities Act) in
offshore transactions in compliance with Regulation S. We
refer to the holders of Existing Notes who have certified that they
are eligible to participate in the Exchange Offer and Consent
Solicitation pursuant to at least one of the foregoing conditions
as "Eligible Holders."
Upon the terms and subject to the conditions of the Exchange
Offer, Eligible Holders that validly tender their Existing Notes at
or prior to 5:00 p.m., New York City
Time, on July 9, 2024 (the "Early
Exchange Time"), and whose tenders are accepted for exchange by the
Issuers, will receive $825.0 of New
Notes and $175.0 cash for every
$1,000 principal amount of the
Existing Notes.
Upon the terms and subject to the conditions of the Exchange
Offer, Eligible Holders that validly tender, and do not validly
withdraw, their Existing Notes after the Early Exchange Time but at
or prior to 5:00 p.m., New York City
Time, on July 24, 2024 (the
"Expiration Time"), and whose tenders are accepted for exchange by
the Issuers, will receive $825.0 of
New Notes and $125.0 cash for every
$1,000 principal amount of the
Existing Notes.
In addition, holders of Existing Notes validly tendered (and not
validly withdrawn) in the Exchange Offer will receive on the
settlement date accrued and unpaid interest to, but not including,
the settlement date in cash on all such Existing Notes validly
tendered and accepted for exchange pursuant to the Exchange
Offer.
Tenders of Existing Notes may only be withdrawn at or prior to
5:00 p.m., New York City time, on July 9, 2024 (the "Withdrawal Deadline").
Consummation of the Exchange Offer and Consent Solicitation is
conditioned upon the satisfaction or waiver of the conditions set
forth in the Exchange Offer Materials. The Exchange Offer and
Consent Solicitation is conditioned upon Eligible Holders validly
tendering and not validly withdrawing at least $1,140,000,000 aggregate principal amount of
Existing Notes (the "Minimum Participation Condition"), provided
however, that (i) if Eligible Holders shall have validly tendered
and not validly withdrawn at least $800,000,000, but less than $1,140,000,000, aggregate principal amount of
Existing Notes, the Issuers may accept for exchange such Existing
Notes in their sole and absolute discretion and shall have the
right to waive the Minimum Participation Condition without
extending the Withdrawal Deadline or Expiration Time and (ii) if
Eligible Holders shall have validly tendered and not validly
withdrawn less than $800,000,000
aggregate principal amount of Existing Notes, the Issuers shall not
accept for payment such Existing Notes and the Issuers shall not
have the right to waive the Minimum Participation Condition. In
addition, the Exchange Offer and Consent Solicitation may be
terminated or withdrawn at any time, in the Issuers' sole and
absolute discretion, subject to compliance with applicable law.
The complete terms and conditions of the Exchange Offer and
Consent Solicitation are described in the Exchange Offer Materials,
copies of which may be obtained by Eligible Holders by contacting
Global Bondholder Services Corporation, Attn: Corporate Action, 65
Broadway, Suite 404, New York, New
York 10006, telephone number: (855) 654-2015 (toll-free) or
(212) 430-3774 (for Banks and Brokers) to complete the eligibility
process. The eligibility certificate is available electronically
at: https://gbsc-usa.com/eligibility/hawaiian and is
also available by contacting Global Bondholder Services
Corporation. Holders of Existing Notes that are not Eligible
Holders will not be able to receive such documents, but may call us
at the numbers set forth above for further instructions.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any securities. The Exchange Offer and Consent
Solicitation is being made and the New Notes are
being offered only to "qualified institutional buyers" and holders
that are not "U.S. persons" as such terms are defined under the
Securities Act. The New Notes have not been registered under the
Securities Act or under any state securities laws, and may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act, and,
accordingly, are subject to significant restrictions on transfer
and resale as more fully described in the Exchange Offer Materials.
The Exchange Offer and Consent Solicitation is subject to the terms
and conditions set forth in the Exchange Offer Materials.
About Hawaiian Airlines
Now in its 95th year of continuous service, Hawaiian is
Hawaiʻi's largest and longest-serving airline. Hawaiian offers
approximately 150 daily flights within the Hawaiian Islands, and
nonstop flights between Hawaiʻi and 16 U.S. gateway cities – more
than any other airline – as well as service connecting Honolulu and American Samoa, Australia, Cook
Islands, Japan,
New Zealand, South Korea and Tahiti.
Consumer surveys by Condé Nast Traveler and TripAdvisor have placed
Hawaiian among the top of all domestic airlines serving Hawaiʻi.
The carrier was named Hawaiʻi's best employer by Forbes in 2022 and
has topped Travel + Leisure's World's Best list as the No. 1
U.S. airline for the past two years. Hawaiian has also led all U.S.
carriers in on-time performance for 18 consecutive years
(2004-2021) as reported by the U.S. Department of
Transportation.
The airline is committed to connecting people with aloha by
offering complimentary meals for all guests on transpacific routes
and the convenience of no change fees on Main Cabin and Premium
Cabin seats. HawaiianMiles members also enjoy flexibility with
miles that never expire. As Hawai'i's hometown airline, Hawaiian
encourages guests to Travel Pono and experience the islands safely
and respectfully.
Hawaiian Airlines, Inc. is a subsidiary of Hawaiian Holdings,
Inc. (NASDAQ: HA). Additional information is available
at HawaiianAirlines.com. Follow Hawaiian's Twitter updates
(@HawaiianAir), become a fan on Facebook (Hawaiian Airlines),
and follow us on Instagram (hawaiianairlines). For career postings
and updates, follow Hawaiian's LinkedIn page.
For media inquiries, please visit Hawaiian Airlines' online
newsroom.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain information that includes or is
based upon forward-looking statements. Forward-looking statements
give expectations or forecasts of future events. These statements
can be identified by the fact that they do not relate strictly to
historical or current facts. They use words such as "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe,"
"potential," and "will," and other words and terms of similar
meaning, or are tied to future periods, in connection with a
discussion of future operating or financial performance. In
particular, these include statements relating to future actions,
including the satisfaction of the conditions to the Exchange Offer
and Consent Solicitation and the completion of the proposed
Exchange Offer and Consent Solicitation.
Any or all forward-looking statements may turn out to be wrong.
They can be affected by inaccurate assumptions or by known or
unknown risks and uncertainties. Many such factors will be
important in determining the actual future results of the Issuers,
the Company and their subsidiaries and affiliates. These statements
are based on current expectations and the current economic
environment. They involve several risks and uncertainties that are
difficult to predict. These statements are not guarantees of future
performance. Actual results could differ materially from those
expressed or implied in the forward-looking statements. Risks,
uncertainties, and other factors that might cause such differences
include the risks, uncertainties and other factors identified
herein. The Company does not undertake any obligation to
publicly correct or update any forward-looking statement if the
Company later becomes aware that such statement is not likely to be
achieved.
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SOURCE Hawaiian Airlines, Inc.