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iCommon Stock ($1.00 par value)
iLUV
iNew
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
As previously reported, on January 15, 2021, Southwest Airlines Co. (the “Company”) entered
into definitive documentation with the United States Department of the Treasury (“Treasury”) with respect to funding support pursuant to Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021 (the “PSP Extension Law”). On January 15, 2021, the Company entered into a payroll support program extension agreement (the “PSP Extension Agreement”) with Treasury, pursuant to which the Company received payroll support funding (“Payroll Support”) under the PSP Extension Law. As consideration for the Payroll Support, the Company issued a promissory note (the “Note”) in favor of Treasury and entered into a warrant agreement
with Treasury (the “Warrant Agreement” and, together with the PSP Extension Agreement and the Note, the “Payroll Support Documents”), pursuant to which the Company agreed to issue warrants (each, a “Warrant”) to purchase common stock of the Company to Treasury in connection with each disbursement of Payroll Support. The Company received the first disbursement of Payroll Support on January 15, 2021.
On March 5, 2021, the Company received the
second and final disbursement of Payroll Support in the amount of $863,685,200, for which the Company provided Treasury consideration in the form of an increase of the Note in an amount of $259,105,560 and a Warrant to purchase up to 559,865 shares of the Company’s common stock. After taking into account this second installment of Payroll Support, the Company has received the full $1,727,370,400 of expected Payroll Support, for which the Company has provided Treasury with a Note in the aggregate amount of $488,211,120 and Warrants to purchase up to 1,054,907 shares of the
Company’s common stock.
A description of the Payroll Support Documents can be found in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 15, 2021, anda copy of each Payroll Support Document is attached as an exhibit thereto.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
