American Airlines extends offers, waives minimum tender condition

By Susanna Moon

Chicago, July 24 - American Airlines, Inc. said it waived the minimum tender condition in the 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.

Initially, the offer was conditioned on tenders from holders of at least 40% of the aggregate outstanding pool balance or principal amount of the securities on a combined basis.

The offers also were pushed out until 5 p.m. ET on Aug. 6 from 5 p.m. ET on Aug. 2.

The company previously extended the early tender date to 5 p.m. ET on July 12 from 5 p.m. ET on July 10. The deadline for withdrawal of tenders was 5 p.m. ET on July 10.

As of the early tender deadline, holders had tendered $219,012,776 pool amount, or 33.17%, of the 8.625% certificates, $89,027,823 pool amount, or 21.82%, of the 10.375% certificates and $17,007,292 pool amount, or 10.69%, of the 13% notes.

The aggregate pool balance as of June 26 was $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 was $159,036,999.

As of 5 p.m. ET on July 23, investors had tendered 26.48% of the aggregate outstanding pool balance or principal amount, according to a company press release.

The company is offering $1,065 per $1,000 outstanding pool balance or principal amount of securities. This includes an early tender payment of $65.00 for each security tendered by the early deadline, as announced previously.

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

More offer details

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 $5.00 per security.

The company 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 conditioned on 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. There is also a new debt financing.

The company said on July 11 that it waived the second circuit decision condition in its tender offers. Initially, one of the conditions was that 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. This condition was lifted.

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. It launched the offers on June 26.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.