 2012-1 EETC Investor
Presentation
Continental Airlines, Inc.
March 8, 2012
Issuer Free Writing Prospectus
Filed pursuant to Rule 433(d)
Registration No. 333-158781
March 8, 2012 |
 1
The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on
the
SEC
Web
site
at
www.sec.gov.
Alternatively,
the
issuer,
any
underwriter,
or
any dealer participating in the offering will arrange to send you the prospectus if
you request it by calling toll-free Credit Suisse at 1-800-221-1037 or Morgan
Stanley at 1-866-718-1649. |
 2
Continental Airlines, Inc. (“Continental”) is offering $892,138,000 of Pass Through
Certificates, Series 2012-1, in two classes
Class A of $753,035,000
Class B of $139,103,000
The proceeds from the offering will be used by Continental to finance 21 aircraft
Finance
the
purchase
of
4
new
Boeing
787-8
“Dreamliner”
and
14
new
Boeing
737-900ER
aircraft scheduled for delivery in 2012
Refinance 3 Boeing 737-900ER aircraft delivered new to Continental in 2009 and currently
financed under bank mortgage loans
The 18 new aircraft will be selected from a list of 24 aircraft scheduled for delivery in 2012 (See
Preliminary Prospectus Supplement)
Joint Structuring Agents and Lead Bookrunners: Credit Suisse and Morgan Stanley
Continental Airlines 2012-1 EETC |
 3
CAL 2012-1 EETC Structural Summary
Notes:
(1)
Moody's / Standard and Poor's
(2)
Initial LTV is calculated as of April 11, 2013, the first Regular Distribution Date after all aircraft
are expected to have been financed. Class A
Class B
Aggregate Face Amount
$753,035,000
$139,103,000
Expected Ratings
Baa2 / A-
Ba2 / BBB-
LTV (initial/max)
55.3% / 55.3%
65.5% / 65.5%
Interest Rate
Fixed, semi-annual
Fixed, semi-annual
Tenor
12.1
8.1
Initial Average Life
9.2
5.7
Regular Distribution Dates
April 11 and October 11
April 11 and October 11
Principal Distribution Window (in years)
1.6 - 12.1
1.6 - 8.1
Final Expected Distribution Date
April 11, 2024
April 11, 2020
Final Maturity Date
October 11, 2025
October 11, 2021
Section 1110 Protection
Yes
Yes
Liquidity Facility
3 semi-annual interest payments
3 semi-annual interest payments
(1)
(2) |
 4
Key Structural Elements
Classes Offered: Two tranches of amortizing debt, both of which will benefit
from a liquidity facility covering three semi-annual interest payments
Waterfall: Interest on the Preferred Pool Balance on the Class B paid ahead of
Class A principal (same as Continental 2010-1)
Buy
Out
Rights:
Class
B
Certificateholders
have
the
right
to
purchase
all
(but
not less than all) of the Class A certificates at par plus accrued and unpaid
interest upon certain events during a Continental bankruptcy
Cross-Default
/
Cross
Collateralization: Yes, from day one
Aircraft: Strategically core aircraft
New
Boeing
787-8
“Dreamliner”
aircraft
–
Continental
has
11
aircraft ordered
(United Continental Holdings, Inc. has a total of 36 B787-8 aircraft ordered)
Boeing
737-900ER
aircraft
–
including
expected
deliveries
in
2012,
Continental
expects
to
have
52
of
these
aircraft
in
service
at
year
end
2012
(1)
Collateral: 24 new aircraft will be available for selection, but no more than 18
will be financed (four Boeing 787-8 aircraft and 14 Boeing 737-900ER aircraft); in
addition, three 2009 B737-900ER aircraft will be included
Notes:
(1)
Source: Continental Airlines |
 5
Notes:
(1)
Only 21 aircraft will be financed from the proceeds of this offering; 4 new B787-8 aircraft and 14
new B737-900ER aircraft will be selected from a list of 24 aircraft scheduled for delivery in 2012.
Value assumes that the first 18 new aircraft in chronological order of delivery are selected by
Continental for the transaction. (2)
Some new B737-900ER aircraft may be delivered prior to closing.
(3)
The three aircraft delivered in 2009 are subject to existing security interests that are scheduled to
be discharged prior to April 30, 2012 and available for financing under this offering thereafter.
(4)
The
lesser
of
the
average
and
median
values
as
appraised
by
AISI,
BK
Associates,
and
Morten,
Beyer
&
Agnew
(Base
Value
in
the
case
of
New
Aircraft
and
Maintenance
Adjusted Base Value in
the case of the aircraft delivered in 2009).
Aircraft
Aircraft
Manufacturer's
Delivery
Appraised
Number
Type
Serial Number
Month
Value
(4)
New Deliveries
(2)
1
B787-8
34824
Sep-2012
$127,394,870
2
B787-8
34829
Oct-2012
127,697,813
3
B787-8
34821
Nov-2012
127,833,719
4
B787-8
34823
Nov-2012
127,833,719
5
B737-900ER
31650
Feb-2012
52,856,667
6
B737-900ER
31651
Mar-2012
52,913,444
7
B737-900ER
40003
Mar-2012
52,913,444
8
B737-900ER
31646
Apr-2012
53,043,888
9
B737-900ER
40004
Apr-2012
53,043,888
10
B737-900ER
40005
May-2012
53,100,776
11
B737-900ER
41742
May-2012
53,100,776
12
B737-900ER
31640
Jun-2012
53,161,219
13
B737-900ER
41743
Jun-2012
53,161,219
14
B737-900ER
37205
Sep-2012
53,458,994
15
B737-900ER
41744
Sep-2012
53,458,994
16
B737-900ER
37206
Oct-2012
53,656,104
17
B737-900ER
37199
Oct-2012
53,656,104
18
B737-900ER
37200
Nov-2012
53,712,992
2009 Deliveries
(3)
19
B737-900ER
32835
Feb-2009
45,060,000
20
B737-900ER
33527
Mar-2009
45,170,000
21
B737-900ER
33529
May-2009
45,623,333
Collateral Appraised Value
(4)
$1,391,851,963
Collateral Summary
(1) |
 6
Collateral Pool
The transaction benefits from a collateral pool of new and recently built aircraft,
and includes a mix of narrowbody and widebody aircraft types
Collateral Fleet / Age Mix
(by appraised value in $mm)
Widebody: 37%
Narrowbody: 63%
New: 90%
2009 Build: 10%
B787-8
$511
B737-900ER
$881
2009 Build
$136
New
$1,256 |
 7
Continental has obtained Base Value Desktop Appraisals from three appraisers (AISI,
BK Associates and Morten Beyer & Agnew)
New Aircraft: Base Value
Owned 2009 Aircraft: Maintenance Adjusted Base Value
Maintenance Adjusted Base Value includes adjustments from the mid-time, mid-life
baseline to account for the actual maintenance status of the aircraft
Appraisers reviewed specific maintenance records of each of the 2009 built
aircraft
Provides a more precise valuation of a given vintage aircraft than Base Value
Aggregate aircraft appraised value of approximately $1.392 billion
Appraisals available in the Preliminary Prospectus Supplement
Appraisals
indicate
an
initial
collateral
cushion
of
45%
and
34%
on
the
Class
A and B
respectively, which increases over time as the debt amortizes
Aircraft Appraisals
Appraised
value
is
the
lesser
of
the
average
and
median
value
of
each
aircraft
as
appraised
by
the
three
appraisers.
An
appraisal
is
only
an
estimate
of
value
and
should
not
be
relied
upon as a measure of realizable value. Value assumes that the first 18 new aircraft in
chronological order of delivery by each aircraft type are selected by Continental for the transaction.
Initial collateral cushion is calculated as of April 11, 2013, the first regular distribution date
after all aircraft are expected to have been financed. Notes:
(1)
(2)
(2)
(1) |
 8
Overview: The B737-900ER is the largest variant of the world’s best selling B737NG
family of narrowbody commercial aircraft
Strengths
(1)
:
Very similar build and configuration to the B737-800, but longer fuselage
accommodates 13 additional passengers with transcontinental capability in
Continental’s standard two-class configuration
Introduced in 2007, the B737-900ER is the newest member of the B737NG family
with up to 106 delivered and 311 additional firm orders as of December 31, 2011
Lowest operating unit cost per seat among in-production narrowbodies
Importance
to
Continental:
Allows Continental to increase available capacity in higher demand domestic
markets with a marginal increase in incremental trip cost
Continental
also
views
the
aircraft
as
an
attractive
replacement
for
domestic B757-
200 aircraft
Collateral Overview
Boeing 737-900ER
Notes:
(1)
Sources: The Boeing Company, Morten Beyer & Agnew, Continental Airlines
|
 9
B737-900ER Market –
16 Customers for 417 net orders
(1)
Net orders from customers
106 deliveries to customers
(2)
Notes:
(1)
Through December 31, 2011, net orders are defined as gross orders minus cancellations by customers;
inclusive of aircraft deliveries (2)
Through December 31, 2011 |
 |
 11
Overview:
New
generation
long
range
aircraft
with
size
similar
to
current
B767s
in
fleet
–
219
passengers
in
Continental’s
standard
two-class
configuration
(36
business / 183 premium
and regular economy)
Strengths
Over
45
airlines
and
leasing
companies
have
ordered
561
aircraft
as
of
December
31,
2011
Intercontinental range
to
serve
destinations
not
accessible
with
B767 aircraft (e.g.
Houston to Auckland)
Superior economic performance anticipated
o
Up to 20% lower fuel consumption than equivalent sized aircraft
o
15-25% lower operating costs
o
30% lower airframe maintenance costs and longer intervals between maintenance
checks
o
20% weight savings due to an airframe comprising nearly 50% carbon fiber
Importance
to
Continental
Provides Continental with a cost efficient, long range, medium density route aircraft
An attractive replacement on B767 routes and certain B777 markets
Collateral Overview
Boeing 787-8 “Dreamliner”
Sources: The Boeing Company, Continental Airlines |
 12
B787 Market –
59 customers for 860 firm orders
Notes:
As of December 31, 2011
*Leasing operator
561 B787-8
299 B787-9
B787-8 and -9 |
 |