American Airlines wraps tender offers for pass-through certificates

By Susanna Moon

Chicago, Aug. 7 - American Airlines, Inc. announced the results of the 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.

The tender offers ended at 5 p.m. ET on Aug. 6, with settlement set for Aug. 8. The offers had been extended from 5 p.m. ET on Aug. 2.

Investors had tendered 26.7% of the aggregate outstanding pool balance or principal amount in the tender offers, according to a company press release.

The company said on July 24 that it waived the minimum tender condition in the offers. 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.

By the end of the offer, holders had tendered $219,273,942 pool amount, or 33.2%, of the 8.625% certificates, $89,048,218 pool amount, or 21.82%, of the 10.375% certificates and $15,457,587 pool amount, or 10.7%, of the 13% notes.

That compares with tenders for 33.17% of the 8.625% certificates, 21.82% of the 10.375% certificates and 10.69% of the 13% notes by the early tender deadline of 5 p.m. ET on July 23.

By the early date, investors had tendered 26.48% of the aggregate outstanding pool balance or principal amount.

The aggregate pool balance as of Aug. 6 was $660,371,609 for the 8.625% certificates and $408,013,786 for the 10.375% certificates, and the outstanding principal amount of the 13% notes was $144,457,570.

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.

Purchase price, more details

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.

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 not being stayed, reversed, modified or vacated. There is also a new debt financing condition.

The company said on July 11 that it waived the second circuit decision condition in its tender offers. Initially, the offers were conditioned on the U.S. Court of Appeals for the Second Circuit not having 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.

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.

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