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Alaska Air Group Will increase Non-public Providing To $1.25 Billion With New Senior Secured Notes
Wednesday, October 2, 2024
Alaska Air Group, Inc. has introduced the pricing for its beforehand disclosed non-public providing (the “Offering”). This contains (i) $625 million in 5.021% Senior Secured Notes due 2029 and $625 million in 5.308% Senior Secured Notes due 2031 (the “Notes”), each issued by AS Mileage Plan IP, Ltd. (“Loyalty Issuer”), a restricted legal responsibility firm included below the legal guidelines of the Cayman Islands and a wholly-owned subsidiary of the Firm, and (ii) a $750 million Senior Secured Time period Mortgage B maturing in 2031 (the “Loyalty Term Loan Facility”). Collectively, the Notes and the Time period Mortgage Facility kind the “Loyalty Financings.” The full Providing quantity has been raised to $1.25 billion, up from the preliminary $750 million.
The Firm anticipates finishing the Loyalty Financings round October 15, 2024, topic to the success of customary situations. Loyalty Issuer plans to allocate the web proceeds from the Providing, together with borrowings below the Loyalty Time period Mortgage Facility, after accounting for charges and bills payable by the Firm, to (i) set up a reserve account for each the Notes and the Time period Mortgage Facility, and (ii) fund a set account. The funds on this assortment account can be used to supply an intercompany mortgage to Alaska Airways, Inc. (“Alaska”) on the Providing’s time limit (the “Intercompany Loan”). Alaska intends to make the most of the Intercompany Mortgage proceeds to (i) redeem or repay sure money owed incurred or assumed through the merger between the Firm and Hawaiian Airways as per the Settlement and Plan of Merger dated December 2, 2023, together with the redemption of Hawaiian’s 11.000% Senior Secured Notes due 2029 at par and its 5.750% Senior Secured Notes due 2026, and (ii) assist normal company functions and improve liquidity.
The Loyalty Financings can be (i) totally and unconditionally assured on a senior secured foundation by each Alaska and AS Mileage Plan Holdings Ltd., with every entity collectively and severally accountable. Moreover, the Firm will present an unsecured assure (collectively, the “Guarantors”). (ii) The financing can be secured on a senior, first-priority foundation by the Guarantors’ rights, title, and curiosity in particular collateral linked to Alaska’s buyer loyalty program, the Alaska Airways Mileage Plan™.
This announcement shouldn’t be a suggestion to promote, nor a solicitation to purchase, the Notes or every other securities. It shouldn’t be thought of a suggestion, solicitation, or sale in any jurisdiction the place such actions could be unlawful earlier than registration and qualification below the related securities legal guidelines. The Notes are being provided solely to people moderately believed to be “qualified institutional buyers” in an providing exempt from registration, in accordance with Rule 144A below the Securities Act of 1933, as amended (the “Securities Act”), and to traders outdoors the U.S. below Regulation S of the Securities Act. The Notes is not going to be registered below the Securities Act or any relevant state securities legal guidelines, they usually can’t be provided or offered throughout the U.S. with out both registration or an exemption from the Securities Act and related state securities legal guidelines.
Ahead-Trying Statements
This press launch, together with oral statements made by the Firm’s representatives every so often, could include forward-looking statements as outlined in Part 27A of the Securities Act and Part 21E of the Securities Trade Act of 1934, as amended (the “Exchange Act”), and these are topic to the “safe harbor” provisions established below these sections. These forward-looking statements are primarily based on present data and assumptions held by the Firm’s administration. Any statements, apart from these relating to historic details, are thought of forward-looking below these provisions. Phrases like “anticipate,” “believe,” “expect,” “intend,” “plan,” “may,” “should,” and related expressions are used to establish these forward-looking statements. Such statements embrace, however aren’t restricted to, expectations relating to revenues and the Providing referenced on this launch.
Ahead-looking statements are topic to dangers, uncertainties, and different vital elements that will trigger precise outcomes or occasions to vary materially from what’s implied. Elements that would have an effect on outcomes embrace competitors, labor prices, financial situations like pandemic restoration, rising operational bills (e.g., gasoline), challenges in reaching value discount or strategic targets, fluctuations in seasonal demand, provide chain points, security/safety occasions in aviation, and regulatory modifications. These and different dangers are mentioned intimately within the Firm’s filings with the Securities and Trade Fee (SEC), together with the “Risk Factors” part of the Firm’s Annual Report on Type 10-Okay for the fiscal 12 months ending December 31, 2023, and its Quarterly Reviews on Type 10-Q for the intervals ending March 31, 2024, and June 30, 2024.
These forward-looking statements are solely correct as of the date they’re made, and the Firm shouldn’t be obligated to replace them until required by regulation. Unanticipated dangers, presently unknown dangers, or dangers thought of insignificant may additionally affect the Firm’s enterprise, monetary situation, or future outcomes. Extra data on these dangers will be discovered within the Firm’s filings with the SEC, such because the Annual Report on Type 10-Okay, Quarterly Reviews on Type 10-Q, and Present Reviews on Type 8-Okay.