SEC Info - American Airlines, Inc. - ‘8-K’ for 8/15/19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 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): i August 15, 2019

AMERICAN AIRLINES, INC.

(Exact name of registrant as specified in its charter)


i Delaware	i 1-2691	i 13-1502798
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

i 4333 Amon Carter Blvd., i Fort Worth, i Texas		i 76155
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

i (817) i 963-1234

N/A

(Former name or former address if changed since last report.)

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:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	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

N/A

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 i ☐

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 August 15, 2019, American Airlines, Inc. (the “Company” or “American”), Wilmington Trust Company, as trustee under certain pass through trusts newly formed by the Company (the “Trustee”) and as subordination agent, Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”) under the Escrow Agreements (as defined below), and Wilmington Trust Company, as paying agent (the “Paying Agent”) under the Escrow Agreements, entered into a Note Purchase Agreement (the “Note Purchase Agreement”). The Note Purchase Agreement, subject to certain terms and conditions, provides for the future issuance by American of equipment notes (the “Equipment Notes”) in the aggregate principal amount of $1,096,508,000 to be secured by (a) six Airbus A321-231S aircraft delivered new to American between December 2015 and May 2016 (each, an “Airbus A321CEO Aircraft”), three Boeing 737-800 aircraft delivered new to American from January 2016 to February 2016 (each, a “Boeing 737 Aircraft”), three Boeing 787-8 aircraft delivered new to American in May 2015 and February 2016 (each, a “Boeing 787 Aircraft”) and nine Embraer E175LR aircraft delivered new to American from April 2015 to July 2019 (each, an “Owned Embraer 175 Aircraft” and, together with each Airbus A321CEO Aircraft, each Boeing 737 Aircraft and each Boeing 787 Aircraft, each, an “Owned Aircraft” and, collectively, the “Owned Aircraft”); and (b) seven newly manufactured Embraer E175LR aircraft currently scheduled for delivery to American during the period from September 2019 to January 2020 (each such aircraft, including any aircraft substituted therefor prior to the delivery thereof in accordance with the applicable aircraft purchase agreement, a “New Embraer 175 Aircraft”) and seven newly manufactured Airbus A321-253NX aircraft currently scheduled for delivery to American during the period from June 2020 to September 2020 (each such aircraft, including any aircraft substituted therefor prior to the delivery thereof in accordance with the applicable aircraft purchase agreement, an “Airbus A321NEO Aircraft” and, together with each New Embraer 175 Aircraft, each, a “New Aircraft” and, collectively, the “New Aircraft” and the Owned Aircraft and New Aircraft are each referred to as an “Aircraft” and, collectively, the “Aircraft”). Pursuant to the Note Purchase Agreement, the Trustee will enter into a Participation Agreement substantially in the form of the form of Participation Agreement (“Form of Participation Agreement”) attached as an exhibit to the Note Purchase Agreement and will purchase the Equipment Notes to be issued under an Indenture and Security Agreement substantially in the form of the form of Indenture and Security Agreement attached as an exhibit to the Note Purchase Agreement (each, an “Indenture” and collectively, the “Indentures”) to be entered into by American and Wilmington Trust Company, as loan trustee (the “Loan Trustee”), with respect to each Aircraft.

Each Indenture contemplates the issuance of Equipment Notes in three series: Series AA, bearing interest at the rate of 3.15% per annum (the “Series AA Equipment Notes”), Series A, bearing interest at the rate of 3.50% per annum (the “Series A Equipment Notes”) and Series B, bearing interest at 3.85% per annum (the “Series B Equipment Notes”) in the aggregate principal amount (once all the Equipment Notes have been issued) equal to $578,712,000, in the case of Series AA Equipment Notes, $289,358,000, in the case of Series A Equipment Notes, and $228,438,000, in the case of Series B Equipment Notes. The Equipment Notes will be purchased by the Trustee, using the proceeds from the sale of American Airlines Class AA Pass Through Certificates, Series 2019-1 (Aircraft EETC) (the “Class AA Certificates”), American Airlines Class A Pass Through Certificates, Series 2019-1 (Aircraft EETC) (the “Class A Certificates”) and American Airlines Class B Pass Through Certificates, Series 2019-1 (Aircraft EETC) (the “Class B Certificates,” and together with the Class AA Certificates and Class A Certificates, the “Certificates” and each series of the Certificates, a “Class”).

Pending the purchase of the Equipment Notes, the proceeds from the sale of the Certificates of each Class were placed in escrow by the Trustee pursuant to separate Escrow and Paying Agent Agreements, each dated as of August 15, 2019, among the Escrow Agent, the Paying Agent, Citigroup Global Markets Inc. (“Citigroup”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”), as representatives of the Underwriters (as defined below), and the Trustee (each, an “Escrow Agreement” and, collectively, the “Escrow Agreements”). The escrowed funds were deposited with Citibank, N.A., as depositary (the “Depositary”) under a separate deposit agreement for each Class of Certificates, each dated as of August 15, 2019, between the Escrow Agent and the Depositary. National Australia Bank Limited, as liquidity provider, will provide a separate liquidity facility for each of the Class AA Certificates, the Class A Certificates and the Class B Certificates, in each case in an amount sufficient to make three semiannual interest distributions on the outstanding balance of the Certificates of such Class.

The interest on the issued and outstanding Equipment Notes and the escrowed funds, as the case may be, will be payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2020. The principal payments on the issued and outstanding Equipment Notes are scheduled for payment in specified amounts on February 15 and August 15 of each year commencing on February 15, 2020, in the case of Owned Aircraft, on August 15, 2020 in the case of New Embraer 175 Aircraft and on August 15, 2021 in the case of Airbus A321 NEO Aircraft. Final payments with respect to the Series AA Equipment Notes and the Series A Equipment Notes will be due on February 15, 2032 and, with respect to the Series B Equipment Notes, will be due on February 15, 2028. Maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by American (in some cases after notice or the expiration of a grace period, or both) to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving American. The Equipment Notes issued with respect to each Aircraft will be secured by a lien on such Aircraft and cross-collateralized by the other Aircraft financed pursuant to the Note Purchase Agreement.

The Certificates were registered for offer and sale pursuant to the Securities Act of 1933, as amended (the “Securities Act”), under American’s shelf registration statement on Form S-3 (File No. 333-216167-01), (the “Registration Statement”). The Class AA Certificates, Class A Certificates and Class B Certificates were sold pursuant to the Underwriting Agreement, dated as of August 1, 2019, among Citigroup and Credit Suisse, as representatives of the underwriters named therein (the “Underwriters”), American and the Depositary. The foregoing description of the Note Purchase Agreement and the other agreements and instruments is qualified in its entirety by reference to such agreements and instruments, copies of which are filed herewith as exhibits and are incorporated by reference herein. For a more detailed description of such agreements and instruments entered into by American with respect to the Certificates, see the disclosure under the captions “Description of the Certificates,” “Description of the Deposit Agreements,” “Description of the Escrow Agreements,” “Description of the Liquidity Facilities,” “Description of the Intercreditor Agreement,” “Description of the Equipment Notes” and “Underwriting” contained in American’s final Prospectus Supplement, dated as of August 1, 2019 , to the Prospectus, dated as of February 22, 2017, filed with the Securities and Exchange Commission on August 2, 2019 pursuant to Rule 424(b) under the Securities Act, which disclosure is hereby incorporated herein by reference and is qualified in its entirety by reference to the relevant exhibit filed herewith.

This Current Report is also being filed for the purpose of filing as exhibits to the Registration Statement the documents listed in Item 9.01 below, which are hereby incorporated by reference in the Registration Statement.

ITEM 2.03.

CREATION OF DIRECT FINANCIAL OBLIGATION.

The information provided in Item 1.01 of this Form 8-K is hereby incorporated into this Item 2.03.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


Exhibit		Description

	1.1	Underwriting Agreement, dated as of August 1, 2019, among Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as the representatives of the underwriters named therein, Citibank, N.A., as the depositary, and American Airlines, Inc. (incorporated by reference to Exhibit 1.1 to American Airlines, Inc.’s Current Report on Form 8-K filed on August 2, 2019 (Commission File No. 001-02691)).

SIGNATURES

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: August 15, 2019	By:	/s/ *Derek J. Kerr*
		Derek J. Kerr
		Executive Vice President and
		Chief Financial Officer



	4.1			Pass Through Trust Agreement, dated as of September 16, 2014, between American Airlines, Inc. and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to American Airlines, Inc.’s Current Report on Form 8-K filed on September 17, 2014 (Commission File No. 001-02691)).

	4.2			Trust Supplement No. 2019-1AA (Aircraft EETC), dated as of August 15, 2019, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014.

	4.3			Trust Supplement No. 2019-1A (Aircraft EETC), dated as of August 15, 2019, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014.

	4.4			Trust Supplement No. 2019-1B (Aircraft EETC), dated as of August 15, 2019, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014.

	4.5			Intercreditor Agreement (2019-1), dated as of August 15, 2019, among Wilmington Trust Company, as Trustee of the American Airlines Pass Through Trust 2019-1AA (Aircraft EETC), as Trustee of the American Airlines Pass Through Trust 2019-1A (Aircraft EETC) and as Trustee of the American Airlines Pass Through Trust 2019-1B (Aircraft EETC), National Australia Bank Limited, as Class AA Liquidity Provider, Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust Company, as Subordination Agent.

	4.6			Deposit Agreement (Class AA), dated as of August 15, 2019, between Wilmington Trust, National Association, as Escrow Agent, and Citibank, N.A., as Depositary.

	4.7			Deposit Agreement (Class A), dated as of August 15, 2019, between Wilmington Trust, National Association, as Escrow Agent, and Citibank, N.A., as Depositary.

	4.8			Deposit Agreement (Class B), dated as of August 15, 2019, between Wilmington Trust, National Association, as Escrow Agent, and Citibank, N.A., as Depositary.

	4.9			Escrow and Paying Agent Agreement (Class AA), dated as of August 15, 2019, among Wilmington Trust, National Association, as Escrow Agent, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, for themselves and on behalf of the several Underwriters, Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust 2019-1AA (Aircraft EETC), and Wilmington Trust Company, as Paying Agent.

	4.10			Escrow and Paying Agent Agreement (Class A), dated as of August 15, 2019, among Wilmington Trust, National Association, as Escrow Agent, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, for themselves and on behalf of the several Underwriters, Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust 2019-1A (Aircraft EETC), and Wilmington Trust Company, as Paying Agent.

	4.11			Escrow and Paying Agent Agreement (Class B), dated as of August 15, 2019, among Wilmington Trust, National Association, as Escrow Agent, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, for themselves and on behalf of the several Underwriters, Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust 2019-1B (Aircraft EETC), and Wilmington Trust Company, as Paying Agent.



	4.12			Note Purchase Agreement, dated as of August 15, 2019, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust, National Association, as Escrow Agent, and Wilmington Trust Company, as Paying Agent.

	4.13			Form of Participation Agreement (Participation Agreement among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein) (included in Exhibit B to Exhibit 4.12)

	4.14			Form of Indenture and Security Agreement (Indenture and Security Agreement between American Airlines, Inc., and Wilmington Trust Company, as Loan Trustee) (included in Exhibit C to Exhibit 4.12).

	4.15			Form of Pass Through Trust Certificate, Series 2019-1AA (Aircraft EETC) (included in Exhibit A to Exhibit 4.2)

	4.16			Form of Pass Through Trust Certificate, Series 2019-1A (Aircraft EETC) (included in Exhibit A to Exhibit 4.3).

	4.17			Form of Pass Through Trust Certificate, Series 2019-1B (Aircraft EETC) (included in Exhibit A to Exhibit 4.4).

	4.18			Revolving Credit Agreement (2019-1AA), dated as of August 15, 2019, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust 2019-1AA (Aircraft EETC), as Borrower, and National Australia Bank Limited, as Liquidity Provider.

	4.19			Revolving Credit Agreement (2019-1A), dated as of August 15, 2019, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust 2019-1A (Aircraft EETC), as Borrower, and National Australia Bank Limited, as Liquidity Provider.

	4.20			Revolving Credit Agreement (2019-1B), dated as of August 15, 2019, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust 2019-1B (Aircraft EETC), as Borrower, and National Australia Bank Limited, as Liquidity Provider.

	5.1			Opinion of Latham & Watkins LLP, special counsel to American Airlines, Inc.

	23.1			Consent of Latham & Watkins LLP (included in Exhibit 5.1).

	101.1			Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL.

	104.1			Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101.1).

This ‘8-K’ Filing	Date	Other Filings

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Filed on / For Period end:	8/15/19
	8/2/19	424B5, 8-K, FWP
	8/1/19	424B5, 8-K, FWP
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American Airlines, Inc. – ‘8-K’ for 8/15/19

On: Thursday, 8/15/19, at 5:03pm ET · For: 8/15/19 · Accession #: 1193125-19-222562 · File #: 1-02691

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