8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 10, 2024

HAWAIIAN HOLDINGS INC

(Exact name of registrant as specified in its charter)

Delaware	001-31443	71-0879698
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3375 Koapaka Street, Suite G-350

Honolulu, HI 96819

(Address of principal executive offices, including zip code)

(808) 835-3700

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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	Trading Symbol(s)	Name of each exchange on which registered
Common stock	HA	NASDAQ Global Select Market

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 ☐

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.    ☐

Item 7.01. Regulation FD Disclosure.

On July 9, 2024, Hawaiian Holdings, Inc., a Delaware corporation (the “Company”) announced that Hawaiian Brand Intellectual Property, Ltd. (the “Brand Issuer”), an exempted company incorporated with limited liability under the laws of the Cayman Islands and an indirect wholly owned subsidiary of the Company, and HawaiianMiles Loyalty, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and an indirect wholly owned subsidiary of Hawaiian (the “Loyalty Issuer”, and, together with the Brand Issuer, the “Issuers” and each, an “Issuer”), have released the early exchange results (the “Early Results”) for their previously announced offer to exchange (the “Exchange Offer”) any and all of their outstanding 5.750% Senior Secured Notes due 2026 (the “Existing Notes”) held by Eligible Holders (as defined below), for the Issuers’ 11.000% Senior Secured Notes

due 2029 (the “New Notes”) and cash.

In connection with the Exchange Offer, the Issuers are soliciting (the “Consent Solicitation” and, together with the Exchange Offer, the “Exchange Offer and Consent Solicitation”) consents (the “Consents”) to the adoption of certain amendments (the “Proposed Amendments”) to the indenture governing the Existing Notes. Eligible Holders who tender their Existing Notes pursuant to the Exchange Offer must also deliver Consents to the Proposed Amendments. Eligible Holders may not deliver Consents to the Proposed Amendments without also validly tendering their Existing Notes.

The Exchange Offer and Consent Solicitation is being made solely to Eligible Holders upon the terms and subject to the conditions set forth in the confidential offering memorandum and solicitation statement, and the related letter of transmittal, each dated June 24, 2024. The Exchange Offer and Consent Solicitation is being made only (a) in the United States, to holders of Existing Notes who are reasonably believed to be “qualified institutional buyers,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (b) outside the United States, to holders of Existing Notes who are not “U.S. persons” (as defined in Regulation S under the Securities Act) in offshore transactions in compliance with Regulation S (“Eligible Holders”).

On July 9, 2024, the Company issued a press release announcing the Early Results (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

The information furnished in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and unless expressly set forth by specific reference in such filings, shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Exhibit Description
99.1	Press Release dated July 9, 2024

SIGNATURES    

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.

Date: July 10, 2024
	HAWAIIAN HOLDINGS, INC.
	By:	/s/ Aaron J. Alter
		Name:	Aaron J. Alter
		Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1

NEWS

FOR IMMEDIATE RELEASE
July 9, 2024 Contact: Hawaiian Airlines Public Relations News@HawaiianAir.com

HAWAIIAN AIRLINES ANNOUNCES EARLY EXCHANGE RESULTS OF ITS PRIVATE EXCHANGE OFFER FOR ITS OUTSTANDING 5.750% SENIOR SECURED NOTES DUE 2026 AND CONSENT SOLICITATION

Honolulu, Hawai’i – July 9, 2024 – Hawaiian Airlines, Inc. (the “Company”) today announced that Hawaiian Brand Intellectual Property, Ltd. (the “Brand Issuer”), an exempted company incorporated with limited liability under the laws of the Cayman Islands and an indirect wholly owned subsidiary of the Company, and HawaiianMiles Loyalty, Ltd. (the “Loyalty Issuer”), an exempted company incorporated with limited liability under the laws of the Cayman Islands and an indirect wholly owned subsidiary of the Company (and, together with the Brand Issuer, the “Issuers” and each, an “Issuer”), have released the early exchange results for their previously announced offer to exchange (the “Exchange Offer”) any and all of their outstanding 5.750% Senior Secured Notes due 2026 (the “Existing Notes”) held by Eligible Holders, as defined below, for the Issuers’ 11.000% Senior Secured Notes due 2029 (the “New Notes”) and cash.

In connection with the Exchange Offer, the Issuers are soliciting (the “Consent Solicitation” and, together with the Exchange Offer, the “Exchange Offer and Consent Solicitation”) consents (the “Consents”) to the adoption of certain amendments (the “Proposed Amendments”) to the indenture governing the Existing Notes. Eligible Holders who tender their Existing Notes pursuant to the Exchange Offer must also deliver Consents to the Proposed Amendments. Eligible Holders may not deliver Consents to the Proposed Amendments without also validly tendering their Existing Notes.

As of the previously announced Early Exchange Time of 5:00 p.m., New York City time, on July 9, 2024, according to information provided by Global Bondholder Services Corporation, the Information and Exchange Agent for the Exchange Offer and Consent Solicitation, $1,110,278,214 aggregate principal amount (or approximately 92.5% of the outstanding principal amount) of the Existing Notes had been validly tendered and not validly withdrawn in the Exchange Offer. Consummation of the Exchange Offer and Consent Solicitation is conditioned upon the satisfaction or waiver of the conditions set forth in the Exchange Offer Materials (as defined below), including Eligible Holders validly tendering and not validly withdrawing at least $1,140,000,000 aggregate principal amount of Existing Notes (the “Minimum Participation Condition”), provided however, that (i) if Eligible Holders shall have validly tendered and not validly withdrawn at least $800,000,000, but less than $1,140,000,000, aggregate principal amount of Existing Notes, the Issuers may accept for exchange such Existing Notes in their sole and absolute discretion and shall have the right to waive the Minimum Participation Condition without extending the Withdrawal Deadline or Expiration Time and (ii) if Eligible Holders shall have validly tendered and not validly withdrawn less than $800,000,000 aggregate principal amount of Existing Notes, the Issuers shall not accept for payment such Existing Notes and the Issuers shall not have the right to waive the Minimum Participation Condition. In addition, the Exchange Offer and Consent Solicitation may be terminated or

withdrawn at any time, in the Issuers’ sole and absolute discretion, subject to compliance with applicable law.

Although $1,110,278,214 aggregate principal amount, or approximately 92.5%, of the Existing Notes were tendered, the Issuers have waived the Minimum Participation Condition, and the Issuers will accept such Existing Notes tendered (and not validly withdrawn) on or prior to the Early Exchange Time at or around July 26, 2024 (the “Settlement Date”). The Total Exchange Consideration (as defined in the Offering Memorandum), which includes the Early Exchange Payment (as defined in the Offering Memorandum) of $50.0 in cash per $1,000 principal amount of Existing Notes, will be paid to holders of Existing Notes validly tendered on or prior to the Early Exchange Time and accepted by the Issuers for exchange, which will result in a payment on the Settlement Date of $825.0 of New Notes and $175.0 in cash for every $1,000 principal amount of Existing Notes tendered.

Holders of Existing Notes accepted in the Exchange Offer as of the Early Exchange Time will also receive an interest cash payment for each $1,000 principal amount of Existing Notes exchanged, representing interest, if any, that has accrued from the most recent interest payment date in respect of the Existing Notes up to, but not including the Settlement Date.

The Exchange Offer remains open and is scheduled to expire at 5:00 p.m., New York City time, on July 24, 2024, unless extended or earlier terminated by the Issuers (the “Expiration Time”). Existing Notes that have been tendered or that may be tendered prior to the Expiration Time may not be withdrawn. The deadline for withdrawing tenders of Existing Notes was 5:00 p.m., New York City time, on July 9, 2024 (the “Withdrawal Deadline”); as such, any previously tendered Existing Notes may no longer be withdrawn.

The Exchange Offer is being made solely to Eligible Holders upon the terms and subject to the conditions set forth in the confidential offering memorandum and solicitation statement (the “Offering Memorandum”) and the related letter of transmittal (the “Letter of Transmittal”), each dated June 24, 2024 (“Exchange Offer Materials”).

The Exchange Offer and Consent Solicitation is being made only (a) in the United States, to holders of Existing Notes who are reasonably believed to be “qualified institutional buyers,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (b) outside the United States, to holders of Existing Notes who are not “U.S. persons” (as defined in Regulation S under the Securities Act) in offshore transactions in compliance with Regulation S. We refer to the holders of Existing Notes who have certified that they are eligible to participate in the Exchange Offer and Consent Solicitation pursuant to at least one of the foregoing conditions as “Eligible Holders.”

The complete terms and conditions of the Exchange Offer and Consent Solicitation are described in the Exchange Offer Materials, copies of which may be obtained by Eligible Holders by contacting Global Bondholder Services Corporation, Attn: Corporate Action, 65 Broadway, Suite 404, New York, New York 10006, telephone number: (855) 654-2015 (toll-free) or (212) 430-3774 (for Banks and Brokers) to complete the eligibility process. The eligibility certificate is available electronically at: https://gbsc-usa.com/eligibility/hawaiian and is also available by contacting Global Bondholder Services Corporation. Holders of Existing Notes that are not Eligible Holders will not be able to receive such documents, but may call us at the numbers set forth above for further instructions.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offer and Consent Solicitation is being made and the New Notes are being offered only to “qualified institutional buyers” and holders that are not “U.S. persons” as such terms are defined under the Securities Act. The New Notes have not been registered under the Securities Act or under any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and, accordingly, are subject to significant restrictions on transfer and resale as more fully described in the Exchange Offer Materials. The Exchange Offer and Consent Solicitation is subject to the terms and conditions set forth in the Exchange Offer Materials.

About the Company

Now in its 95th year of continuous service, Hawaiian is Hawaiʻi's largest and longest-serving airline. Hawaiian offers approximately 150 daily flights within the Hawaiian Islands, and nonstop flights between Hawaiʻi and 16 U.S. gateway cities – more than any other airline – as well as service connecting Honolulu and American Samoa, Australia, Cook Islands, Japan, New Zealand, South Korea and Tahiti.

Consumer surveys by Condé Nast Traveler and TripAdvisor have placed Hawaiian among the top of all domestic airlines serving Hawaiʻi. The carrier was named Hawaiʻi's best employer by Forbes in 2022 and has topped Travel + Leisure’s World’s Best list as the No. 1 U.S. airline for the past two years. Hawaiian has also led all U.S. carriers in on-time performance for 18 consecutive years (2004-2021) as reported by the U.S. Department of Transportation.

The airline is committed to connecting people with aloha by offering complimentary meals for all guests on transpacific routes and the convenience of no change fees on Main Cabin and Premium Cabin seats. HawaiianMiles members also enjoy flexibility with miles that never expire. As Hawai‘i’s hometown airline, Hawaiian encourages guests to Travel Pono and experience the islands safely and respectfully.

Hawaiian Airlines, Inc. is a subsidiary of Hawaiian Holdings, Inc. (NASDAQ: HA). Additional information is available at HawaiianAirlines.com. Follow Hawaiian’s Twitter updates (@HawaiianAir), become a fan on Facebook (Hawaiian Airlines), and follow us on Instagram (hawaiianairlines). For career postings and updates, follow Hawaiian’s LinkedIn page.

For media inquiries, please visit Hawaiian Airlines’ online newsroom.

Forward-Looking Statements

This press release may contain “forward-looking statements.” These forward-looking statements include, but are not limited to, the satisfaction of the conditions to the Exchange Offer and Consent Solicitation and the completion of the proposed Exchange Offer and Consent Solicitation.

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Cover Page Cover Page	Jul. 10, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 10, 2024
Entity Registrant Name	HAWAIIAN HOLDINGS INC
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31443
Entity Tax Identification Number	71-0879698
Entity Address, Address Line One	3375 Koapaka Street,
Entity Address, Address Line Two	Suite G-350
Entity Address, City or Town	Honolulu,
Entity Address, State or Province	HI
Entity Address, Postal Zip Code	96819
City Area Code	808
Local Phone Number	835-3700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	HA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001172222
Amendment Flag	false