UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 20, 2023, United Airlines, Inc. (the “Company”) and Wilmington Trust, National Association, as subordination agent and pass through trustee (the “Trustee”) under a certain pass through trust newly formed by the Company, entered into the Note Purchase Agreement, dated as of June 20, 2023 (the “Note Purchase Agreement”).
The Note Purchase Agreement provides for the issuance by the Company of equipment notes (the “Equipment Notes”) in the aggregate principal amount of $1,320,110,000 to finance 39 Boeing aircraft delivered new to the Company from August 2022 to May 2023 (collectively, the “Aircraft”). Pursuant to the Note Purchase Agreement, on June 20, 2023, the Trustee purchased Equipment Notes issued under a trust indenture and mortgage (each, an “Indenture” and, collectively, the “Indentures”) with respect to each Aircraft entered into by the Company and Wilmington Trust, National Association, as mortgagee.
Each Indenture provides for the issuance of Equipment Notes in a single series, Series A, bearing interest at the rate of 5.80% per annum, in an aggregate principal amount equal to $1,320,110,000. The Equipment Notes were purchased by the Trustee, using the proceeds from the sale of Pass Through Certificates, Series 2023-1A (the “Certificates”), issued by a pass through trust newly-formed by the Company to facilitate the financing of the Aircraft.
The interest on the Equipment Notes is payable semi-annually on each January 15 and July 15, beginning on January 15, 2024. The principal payments on the Equipment Notes are scheduled on January 15 and July 15 of each year, beginning on July 15, 2024. The final payments on the Equipment Notes will be due on January 15, 2036.
Maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by the Company (in some cases after notice or the expiration of a grace period, or both) to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving the Company. The Equipment Notes issued with respect to each Aircraft will be secured by a lien on such Aircraft and will also be cross-collateralized by the other Aircraft financed pursuant to the Note Purchase Agreement.
The Certificates were registered for offer and sale pursuant to the Securities Act of 1933, as amended (the “Securities Act”), under the Company’s automatic shelf registration statement on Form S-3 (File No. 333-250153) (the “Registration Statement”). The Certificates were offered pursuant to a final Prospectus Supplement of the Company, dated June 12, 2023, to the Prospectus, dated November 17, 2020 (the “Prospectus Supplement”).
The foregoing description of these agreements and instruments is qualified in its entirety by reference to these agreements and instruments, copies of which are filed herewith as exhibits and are incorporated by reference herein. For a more detailed description of the agreements and instruments entered into by the Company with respect to the Certificates, see the disclosure under the captions “Description of the Certificates”, “Description of the Liquidity Facility”, “Description of the Intercreditor Agreement”, “Description of the Equipment Notes” and “Underwriting” contained in the Prospectus Supplement, filed with the Securities and Exchange
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Commission on June 14, 2023 pursuant to Rule 424(b) under the Securities Act, which disclosure is hereby incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is hereby incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The documents listed as exhibits below are filed as exhibits with reference to the Registration Statement. The Registration Statement and the Prospectus Supplement relate to the offering of the Certificates.
| Exhibit No. | Description |
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| 4.7 | Form of United Airlines Pass Through Certificate, Series 2023-1A (included in Exhibit 4.1) |
| 23.1 | Consent of Aviation Specialists Group, Inc., dated June 12, 2023 |
| 23.2 | Consent of BK Associates, Inc., dated June 12, 2023 |
| 23.3 | Consent of mba Aviation, dated June 12, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| UNITED AIRLINES, INC. | ||
| Date: June 21, 2023 | By: | /s/ Gerald Laderman |
| Name: | Gerald Laderman | |
| Title: | Executive Vice President and Chief Financial Officer | |