American Airlines Group Inc. announced that it priced its underwritten public offering of 74,100,000 shares of its common stock (the “Common Stock”) (or approximately $1,000.4 million of shares of its Common Stock) at a public offering price of $13.50 per share (such offering, the “Common Stock Offering”) and its underwritten public offering of $1,000,000,000 aggregate principal amount of its 6.50% convertible senior notes due 2025 (the “Convertible Notes” and such offering, the “Convertible Notes Offering”). The size of the Common Stock Offering was increased from the previously announced $750,000,000 of shares of Common Stock and the aggregate principal amount of the Convertible Notes Offering was increased from the previously announced $750,000,000. The aggregate net proceeds to the Company from the Common Stock Offering and the Convertible Notes Offering, after deducting underwriting discounts and other offering expenses, are expected to be approximately $1,936.2 million. The Company expects to use the net proceeds from the Common Stock Offering and the Convertible Notes Offering for general corporate purposes and to enhance the Company’s liquidity position.
The Company has granted the underwriters of the offerings a 30-day option to purchase, in whole or in part, up to 11,115,000 additional shares of Common Stock (or approximately $150.1 million of additional shares of Common Stock) at the public offering price less the underwriting discount in the Common Stock Offering (reflecting an increase from the previously announced option of up to $112,500,000 of additional shares of Common Stock) and a 30-day option to purchase, in whole or in part, up to $150,000,000 aggregate principal amount of additional Convertible Notes in the Convertible Notes Offering (reflecting an increase from the previously announced option of up to $112,500,000 aggregate principal amount of additional Convertible Notes), in each case solely to cover over-allotments, if any.
The Convertible Notes will be convertible by holders into shares of Common Stock if certain conditions are met and during certain periods, based on an initial conversion rate of 61.7284 shares of Common Stock per $1,000 principal amount of the Convertible Notes, which is equivalent to a conversion price of approximately $16.20 per share, representing a premium of 20.0% above the offering price per share in the Common Stock Offering. The Company will settle conversions of the Convertible Notes in cash, shares of Common Stock, or a combination thereof at the Company’s election. The Convertible Notes will be guaranteed by the Company’s direct wholly-owned subsidiary, American Airlines, Inc.
Both of the Common Stock Offering and the Convertible Notes Offering are expected to close on June 25, 2020, subject to customary closing conditions. The closing of neither the Common Stock Offering nor the Convertible Notes Offering is conditioned upon the closing of the other offering.
Goldman Sachs & Co. LLC, Citigroup, BofA Securities and J.P. Morgan are acting as bookrunners and as representatives of the underwriters for the Common Stock Offering and the Convertible Notes Offering. The Company has filed a registration statement (including a prospectus) with the SEC as well as preliminary prospectus supplements with respect to each of the offerings to which this communication relates. Before you invest, you should read the applicable preliminary prospectus supplement and the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and these offerings. You may get these documents free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the applicable offering will arrange to send you the applicable preliminary prospectus supplement (or, when available, the applicable final prospectus supplement) and the accompanying prospectus upon request to: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146; BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com; or J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, NY 11717, Attn: Prospectus Department, or by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the shares of Common Stock or the Convertible 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.
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