SEATTLE, Sept. 30,
2024 /PRNewswire/ -- Alaska Air Group, Inc. (the
"Company") today announced that it has launched a private offering
(the "Offering") of senior secured notes due 2029 and senior
secured notes due 2031 (together, the "Notes") by AS Mileage Plan
IP Ltd. ("Loyalty Issuer"), an exempted company incorporated with
limited liability under the laws of the Cayman Islands and an indirect, wholly-owned
subsidiary of the Company.
The Notes will be (i) fully and unconditionally guaranteed on a
senior secured basis, jointly and severally, by Alaska Airlines,
Inc. ("Alaska") and AS Mileage
Plan Holdings Ltd. and on an unsecured basis by the Company
(together, the "Guarantors") and (ii) secured, on a senior,
first-priority basis by the Guarantors' (other than the Company)
right, title and interest in certain collateral associated with
Alaska's customer loyalty program,
Alaska Airlines Mileage Plan™.
Loyalty Issuer intends to use the net proceeds received from the
Offering, together with borrowings under a loyalty term loan
facility, in each case, after deducting fees and expenses payable
by the Company, (i) to fund the reserve account for the Notes and
the loyalty term loan facility and (ii) to fund a collection
account, and the proceeds deposited into the collection account
will be used to make an intercompany loan to Alaska on the closing date of the Offering
(the "Intercompany Loan"). Alaska
intends to use the proceeds from the Intercompany Loan (i) to
redeem certain outstanding debt acquired or assumed in the merger
of the Company with Hawaiian Airlines pursuant to the Agreement and
Plan of Merger dated as of December
2, 2023, including to redeem Hawaiian's 11.000% senior
secured notes due 2029 at par and its 5.750% senior secured notes
due 2026, and (ii) for general corporate purposes and to
support its liquidity position.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to the registration and qualification under the
securities laws of such state or jurisdiction. The Notes are being
offered only to persons reasonably believed to be "qualified
institutional buyers" in an offering exempt from registration in
reliance on Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), and outside the
United States in reliance on Regulation S under the
Securities Act. The Notes proposed to be offered will not be
registered under the Securities Act or any state securities laws
and may not be offered or sold in the
United States without registration or an applicable
exemption from the registration requirements of the Securities Act
or any applicable state securities laws.
Forward-Looking Statements
Forward-looking statements in this press release and certain
oral statements made from time to time by representatives of the
Company contain various forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended which are subject
to the "safe harbor" created by those sections. Forward-looking
statements are based on our management's beliefs and assumptions
and on information currently available to our management. All
statements other than statements of historical facts are
"forward-looking statements" for purposes of these provisions. In
some cases, you can identify forward-looking statements by terms
such as "may," "will," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "project," "predict,"
"potential," and similar expressions intended to identify
forward-looking statements. Forward-looking statements include,
without limitation, statements regarding the Company's intentions
and expectations regarding revenues as well as statements regarding
the Offering described in this press release. Such forward-looking
statements are subject to risks, uncertainties and other important
factors that could cause actual results and the timing of certain
events to differ materially from future results expressed or
implied by such forward-looking statements.
Factors include, among others, risks include competition, labor
costs, relations and availability, general economic conditions
including those associated with pandemic recovery, increases in
operating costs including fuel, inability to meet cost reduction,
ESG and other strategic goals, seasonal fluctuations in demand and
financial results, supply chain risks, events that negatively
impact aviation safety and security, and changes in laws and
regulations that impact our business and other factors, as
described in the Company's filings with the Securities and Exchange
Commission, including the detailed factors discussed under the
heading "Risk Factors" in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
2023 and the Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31,
2024 and June 30, 2024.
All forward-looking statements speak only as of the date made,
and we undertake no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that
may arise after the date of the Offering. Except as required by
law, we undertake no obligation to update any forward-looking
statements to reflect events or circumstances after the date of
such statements. Risks or uncertainties (i) that are not currently
known to us, (ii) that we currently deem to be immaterial, or (iii)
that could apply to any company, could also materially adversely
affect our business, financial condition, or future results.
Additional information concerning certain factors is contained in
the Company's Securities and Exchange Commission filings, including
but not limited to the Company's Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form
8-K.
About Alaska Air Group
Alaska Air Group, Inc. is based
in Seattle and comprised of
subsidiaries Alaska Airlines, Hawaiian Holdings, Inc., Horizon Air
and McGee Air Services. With our recent acquisition of Hawaiian
Airlines, we now serve more than 140 destinations throughout
North America, Central America, Asia and across the Pacific. We are committed
to safety, remarkable customer care, operational excellence,
financial performance and sustainability. Alaska Airlines is a
member of the oneworld Alliance. With oneworld and our additional
global partners, our guests have more choices than ever to
purchase, earn or redeem on alaskaair.com across 30 airlines and
more than 1,000 worldwide destinations. Book travel throughout the
Pacific on Hawaiian Airlines at hawaiianairlines.com. Learn more
about Alaska Airlines at news.alaskaair.com and Hawaiian Airlines
at newsroom.hawaiianairlines.com/blog. Alaska Air Group is traded
on the New York Stock Exchange (NYSE) as "ALK."
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SOURCE Alaska Air Group, Inc.