American Airlines begins tender offers for certificates, 13% notes

By Angela McDaniels

Tacoma, Wash., June 26 - American Airlines, Inc. began tender offers for its 8.625% class A pass-through certificates, series 2011-2, its 10.375% class A pass-through certificates, series 2009-1, and its 13% 2009-2 secured notes due 2016, according to a company news release.

The offers will expire at 5 p.m. ET on Aug. 2.

As of June 26, the current aggregate pool balance is $660,371,609 for the 8.625% certificates and $425,148,840 for the 10.375% certificates, and the outstanding principal amount of the 13% notes is $159,036,999.

The company is offering $1,065 per $1,000 outstanding pool balance or principal amount, as applicable, of securities. This includes an early tender payment of $65 for each security tendered by 5 p.m. ET on July 10.

Holders will also receive accrued interest up to but excluding the settlement date.

In addition, if American Airlines receives tenders for more than 50% of the outstanding amount of a series of securities, each holder who tenders securities of that series will receive a majority instruction fee of $5 per security.

The company currently expects to repay all securities outstanding after the settlement of the tender offers at a price equal to 100% of the outstanding pool balance or principal amount plus accrued interest.

The tender offers are subject to the following conditions: the approval from the U.S. Bankruptcy Court for the Southern District of New York for the offers will not have been stayed, reversed, modified or vacated; holders of at least 40% of the aggregate outstanding pool balance or principal amount of the securities on a combined basis will have tendered their securities by the expiration date; the U.S. Court of Appeals for the Second Circuit will not have issued any decision, judgment or other order in U.S. Bank Trust NA, et al. v. American Airlines, et al., Nos. 13-1204, 13-1207, 13-1208 prior to the time at which American Airlines enters into a binding commitment for the issuance of new debt financing; and American Airlines will have issued new debt financing.

The dealer managers are Deutsche Bank Securities Inc. (866 627-0391 or 212 250-2955) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057). D.F. King & Co., Inc. (800 290-6429) is the tender agent and information agent.

American Airlines is the principal operating subsidiary of Fort Worth, Texas-based AMR Corp.

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