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Subsequent Events
12 Months Ended
Dec. 31, 2020
Subsequent Events  
Subsequent Events

(16) Subsequent Events

On January 15, 2021, SkyWest Airlines entered into a Payroll Support Program Extension Agreement (the “PSP Extension Agreement”) with Treasury with respect to a payroll grant program under the Consolidated Appropriations Act, 2021 (“2021 Appropriations Act”).

Payroll Support Program Extension Agreement

Pursuant to the PSP Extension Agreement, SkyWest Airlines expects to receive from Treasury approximately $233.1 million in the aggregate during the first quarter of 2021.

In connection with the receipt of financial assistance under the PSP Extension Agreement, SkyWest Airlines is required to comply with the relevant provisions of the 2021 Appropriations Act, many of which are substantially similar to the requirements placed on SkyWest Airlines by the Payroll Support Program under the CARES Act. The relevant provisions include the requirement that the funding be used exclusively for the continuation of payment of employee wages, salaries and benefits. Similar to the Payroll Support Program under the CARES Act, SkyWest Airlines and, in some cases, the Company will also be subject to certain restrictions, including, but not limited to, limitations on involuntary terminations, salary reductions and furloughs through March 31, 2021, restrictions on the payment of dividends and the repurchase of shares through October 1, 2022, and certain limitations on executive compensation. SkyWest Airlines is also required to recall employees involuntarily terminated or furloughed after September 30, 2020 with pay from December 1, 2020 to March 31, 2021.

Promissory Note

As partial compensation to Treasury for the provision of financial assistance under the PSP Extension Agreement, SkyWest Airlines issued, and the Company guaranteed, a promissory note (the “Promissory Note”) to Treasury on the Closing Date. The Promissory Note provides for SkyWest Airlines’ unconditional promise to pay to Treasury the expected principal sum of up to approximately $39.9 million.

The Promissory Note will bear interest at a rate equal to 1.00% per annum until the fifth anniversary of the Closing Date, and 2.00% plus an interest rate based on the secured overnight financing rate per annum (but not less than 0.00%) thereafter until the tenth anniversary of the Closing Date (the “Maturity Date”). Accrued interest will be payable in arrears on the last business day of each of March and September of each year, beginning with March 31, 2021. The aggregate unpaid principal amount of the Promissory Note, all accrued and unpaid interest and all other amounts payable under the Promissory Note will be due and payable on the Maturity Date.

Warrant Agreement and Warrants

In connection with the PSP Extension Agreement and as partial compensation to Treasury for the provision of financial assistance under the PSP Extension Agreement, the Company will issue warrants (each a “Warrant” and, collectively, the “Warrants”) to Treasury to purchase up to an expected aggregate of 98,815 shares (the “Warrant Shares”) of the Company’s common stock, at an exercise price of $40.41 per share, which was the closing price of the Common Stock on The Nasdaq Stock Market on December 24, 2020. The Warrants will be issued pursuant to the terms of a Warrant Agreement entered into by the Company and Treasury on January 15, 2021. The number of Warrant Shares to be issued is subject to adjustment as a result of certain anti-dilution provisions contained in the Warrants.

Treasury Loan Agreement Borrowing Extension

On January 15, 2021, SkyWest Airlines and the Company entered into an additional amendment to the Loan Agreement with Treasury to provide that the deadline pursuant to which SkyWest Airlines may, at its discretion, borrow additional amounts under the facility was extended from March 26, 2021 to May 28, 2021. The other terms of the Loan Agreement were not affected.