Hawaiian Airlines lifts pricing, extends tender for two series of pass-through certificates

By Rebecca Melvin

Concord, N.H., Oct. 19 – Hawaiian Airlines, Inc., a wholly owned subsidiary of Hawaiian Holdings, Inc., has increased the consideration of its Sept. 23 offer to purchase two series of pass-through certificates and eliminated the related consent solicitations, according to a company announcement.

The airline is offering to buy any and all of the 7 3/8% series 2020-1A pass-through certificates due 2027 (Cusips: 41983PAA7, U2468PAA0) and the 11¼% series 2020-1B pass-through certificates due 2025 (Cusips: 41983PAB5, U2468PAB8).

As of Oct. 18, 13.2% of the aggregate pool balance of class A certificates and 21% of the aggregate pool balance of the class B certificates have been tendered for purchase, the company announced on Tuesday.

For each $1,000 pool balance of certificates validly tendered and accepted for purchase the company is paying $1,200. The offer applies to all certificates that have been tendered and that will be tendered through the expiration time, which has been extended to 11:59 p.m. ET on Nov. 1 from the previous expiration time at 11:59 p.m. ET on Oct. 21.

Accrued interest will also be paid to the settlement date. The final settlement date is now Nov. 4.

Previously, the company was offering for both series a total consideration of $1,170 per $1,000 certificate. The consideration included a $30 early tender premium. The early tender deadline had previously been extended to the 11:59 p.m. ET on Oct. 21 expiration of the offer from 5 p.m. ET on Oct. 14 and earlier from 5 p.m. ET on Oct. 6.

In addition, the company is removing the related consent solicitations, according to Tuesday’s announcement.

The company had been soliciting consents from holders of a majority of the outstanding pool balance of each series of certificates (voting as separate classes) to some proposed amendments and holders of a majority of the aggregate pool balance outstanding of both series of certificates (voting as a single class) to some proposed amendments that would, among other things, eliminate some covenants related to the equipment notes and certificates.

Tendering holders were deemed to have given consent.

The deadline for withdrawal of tenders of certificates was 5 p.m. ET on Oct. 6 and remains unchanged.

The company noted that the tender offers are not conditioned on any minimum pool balance being tendered but are subject to other conditions.

Funding for the offers will come from cash on hand.

Citigroup Global Markets Inc. (800 558-3745, 212 723-6106) is the dealer manager and the solicitation agent in the tender offers and consent solicitations.

Global Bondholder Services Corp. (212 430-3774, 866 807-2200, contact@gbsc-usa.com) is the tender and information agent.

Hawaiian is a Honolulu-based commercial airline.

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