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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/03/21 United Airlines Holdings, Inc. 8-K:1,9 3/03/21 13:546K Toppan Merrill/FA United Airlines, Inc.
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 51K 2: EX-1.1 Underwriting Agreement HTML 146K 3: EX-5.1 Opinion of Counsel re: Legality HTML 15K 9: R1 Cover HTML 59K 11: XML IDEA XML File -- Filing Summary XML 13K 8: XML XBRL Instance -- tm218513d3_8k_htm XML 27K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.DEF XBRL Definitions -- ual-20210303_def XML 78K 6: EX-101.LAB XBRL Labels -- ual-20210303_lab XML 108K 7: EX-101.PRE XBRL Presentations -- ual-20210303_pre XML 74K 4: EX-101.SCH XBRL Schema -- ual-20210303 XSD 15K 12: JSON XBRL Instance as JSON Data -- MetaLinks 28± 38K 13: ZIP XBRL Zipped Folder -- 0001104659-21-031151-xbrl Zip 54K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i March 3, 2021
i UNITED AIRLINES HOLDINGS, INC.
i UNITED AIRLINES, INC.
(Exact name of registrant as specified in its charter)
|i Delaware||i 001-06033||i 36-2675207|
|i Delaware||i 001-10323||i 74-2099724|
|(State or other jurisdiction||(Commission||(IRS Employer|
|of incorporation)||File Number)||Identification Number)|
|i 233 S. Wacker Drive, i Chicago, i IL||i 60606|
|i 233 S. Wacker Drive, i Chicago, i IL||i 60606|
|(Address of principal executive offices)||(Zip Code)|
( i 872) i 825-4000
( i 872) i 825-4000
Registrant’s telephone number, including area code
(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 o||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|i o||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|i o||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|
Name of Each Exchange
on Which Registered
|United Airlines Holdings, Inc.||i Common Stock, $0.01 par value||i UAL||i The Nasdaq Stock Market LLC|
|United Airlines Holdings, Inc.||i Preferred Stock Purchase Rights||None||i The Nasdaq Stock Market LLC|
|United Airlines, Inc.||None||None||None|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company i o
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. o
|Co-Registrant Amendment Flag||false|
|Co-Registrant Form Type||8-K|
|Co-Registrant Written Communications||false|
|Co-Registrant Solicitating Materials||false|
|Co-Registrant PreCommencement Tender Offer||false|
|Co-Registrant PreCommencement Issuer Tender Offer||false|
|Co-Registrant Entity Emerging Growth Company||i false|
|Item 1.01||Entry into a Material Definitive Agreement|
On March 3, 2021, United Airlines Holdings, Inc. (“UAL”) entered into an equity distribution agreement (the “Distribution Agreement”) with Morgan Stanley & Co. LLC, AmeriVet Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Loop Capital Markets LLC and Wells Fargo Securities, LLC (collectively, the “Managers”), relating to the issuance and sale from time to time by UAL (the “ATM Offering”), through the Managers, of up to 37,000,000 shares of UAL’s common stock, par value $0.01 per share (the “Shares”). Sales of the Shares, if any, under the Distribution Agreement may be made in any transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under the terms of the Distribution Agreement, UAL may also sell Shares to any Manager, as principal for its own account, at a price agreed upon at the time of sale. If UAL sells Shares to a Manager as principal, UAL will enter into a separate terms agreement with such Manager.
The Distribution Agreement includes customary representations, warranties and covenants by UAL and customary obligations of the parties and termination provisions. The Company has agreed to indemnify the Managers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Managers may be required to make with respect to any of those liabilities. Under the terms of the Distribution Agreement, UAL will pay the Managers a commission of up to 1% of the gross sales price of any Shares sold.
The Shares to be sold under the Distribution Agreement, if any, will be issued and sold pursuant to the prospectus forming a part of UAL’s shelf registration statement on Form S-3 (File No. 333-250153), which became effective upon filing by the Company with the Securities and Exchange Commission (the “SEC”) on November 17, 2020, and a prospectus supplement dated March 3, 2021 related thereto. UAL plans to use the net proceeds from any sales pursuant to the Distribution Agreement for general corporate purposes. The net proceeds from any sales pursuant to the Distribution Agreement are not included in the calculation of the amount of total available liquidity that the Company previously disclosed that it expects at the end of the first quarter of 2021.
The offering of common stock pursuant to the Distribution Agreement will terminate upon the earliest of (1) the sale of all common stock subject to the Distribution Agreement, (2) the termination of the Distribution Agreement by UAL or by any of the Managers, with respect to such Manager only or (3) March 31, 2023.
The foregoing description of the Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference. In connection with the ATM Offering, Sidley Austin LLP provided the Company with the legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.
The Managers and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions with UAL in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions.
|Item 9.01||Financial Statements and Exhibits|
|1.1||Equity Distribution Agreement, dated March 3, 2021, by and among United Airlines Holdings, Inc., Morgan Stanley & Co. LLC, AmeriVet Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Loop Capital Markets LLC and Wells Fargo Securities, LLC|
|5.1||Legal Opinion of Sidley Austin LLP|
|23.1||Consent of Sidley Austin LLP (included in Exhibit 5.1)|
|104||Cover Page Interactive Data File (embedded with the Inline XBRL document)|
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.
UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
|By:||/s/ Gerald Laderman|
|Title:||Executive Vice President and Chief Financial Officer|
|Date: March 3, 2021|
|This ‘8-K’ Filing||Date||Other Filings|
|Filed on / For Period end:||3/3/21|
|List all Filings|
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/22/21 United Airlines Holdings, Inc. 10-Q 3/31/21 70:8M 3/31/21 United Airlines Holdings, Inc. 424B5 1:687K Toppan Merrill/FA