CHICAGO, July 2, 2020 /PRNewswire/ -- Today, United
Airlines, Inc. ("United") announced the completion of the private
offering by Mileage Plus Holdings, LLC, a direct wholly-owned
subsidiary of United that operates the MileagePlus program ("MPH"),
and Mileage Plus Intellectual Property Assets, Ltd., an indirect
wholly-owned subsidiary of MPH ("MIPA" and, together with MPH, the
"MileagePlus Subsidiaries") of an aggregate of $3.8 billion in principal amount of 6.50% senior
secured notes due 2027 (the "Notes"). Concurrently with the
issuance of the Notes, the MileagePlus Subsidiaries entered into a
credit agreement providing for a term loan facility ("Term Loan
Facility") in an aggregate amount of $3.0
billion. Borrowings under the Term Loan Facility will bear
interest at a variable rate equal to LIBOR (but not less than 1.0%
per annum) plus 5.25% per annum. The MileagePlus Subsidiaries
intend to loan the net proceeds from the offering of the Notes and
borrowings under the Term Loan Facility to United, after depositing
a portion of such proceeds in reserve accounts for the Notes and
the Term Loan Facility.
This press release is neither an offer to sell nor the
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering, solicitation or sale would be
unlawful. The Notes are being offered only to qualified
institutional buyers in an offering exempt from registration in
reliance on Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), and outside the
United States in reliance on Regulation S under the
Securities Act. The Notes have not been registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States
without registration or an applicable exemption from the
registration requirements of the Securities Act or any applicable
state securities laws.
About United
United's shared purpose is "Connecting People. Uniting the
World." For more information, visit united.com, follow @United on
Twitter and Instagram or connect on Facebook. The common stock of
United's parent, United Airlines Holdings, Inc., is traded on the
Nasdaq under the symbol "UAL".
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995: Certain statements in this release
are forward-looking and thus reflect the Company's current
expectations and beliefs with respect to certain current and future
events and anticipated financial and operating performance. Such
forward-looking statements are and will be subject to many risks
and uncertainties relating to the Company's operations and business
environment that may cause actual results to differ materially from
any future results expressed or implied in such forward-looking
statements. Words such as "expects," "will," "plans,"
"anticipates," "indicates," "remains," "believes," "estimates,"
"forecast," "guidance," "outlook," "goals," "targets" and similar
expressions are intended to identify forward-looking statements.
Additionally, forward-looking statements include statements that do
not relate solely to historical facts, such as statements which
identify uncertainties or trends, discuss the possible future
effects of current known trends or uncertainties, or which indicate
that the future effects of known trends or uncertainties cannot be
predicted, guaranteed or assured. All forward-looking statements in
this release are based upon information available to the Company on
the date of this release. The Company undertakes no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events, changed circumstances
or otherwise, except as required by applicable law.
The Company's actual results could differ materially from these
forward-looking statements due to numerous factors including,
without limitation, the following: the duration and spread of the
ongoing global COVID-19 pandemic and the outbreak of any other
disease or similar public health threat and the impact on the
business, results of operations and financial condition of the
Company; the lenders' ability to accelerate the MileagePlus
indebtedness, foreclose upon the collateral securing the
MileagePlus indebtedness or exercise other remedies if the Company
is not able to comply with the covenants in the MileagePlus
financing agreement; the final terms of borrowing pursuant to
the Loan Program under the CARES Act, if any, and the effects of
the grant and promissory note through the Payroll Support Program
under the CARES Act; the costs and availability of financing; the
Company's significant amount of financial leverage from fixed
obligations and ability to seek additional liquidity and maintain
adequate liquidity; the Company's ability to comply with the terms
of its various financing arrangements; the material disruption of
the Company's strategic operating plan as a result of the COVID-19
pandemic and the Company's ability to execute its strategic
operating plans in the long term; general economic conditions
(including interest rates, foreign currency exchange rates,
investment or credit market conditions, crude oil prices, costs of
aircraft fuel and energy refining capacity in relevant markets);
risks of doing business globally, including instability and
political developments that may impact its operations in certain
countries; demand for travel and the impact that global economic
and political conditions have on customer travel patterns; the
Company's capacity decisions and the capacity decisions of its
competitors; competitive pressures on pricing and on demand;
changes in aircraft fuel prices; disruptions in the Company's
supply of aircraft fuel; the Company's ability to cost-effectively
hedge against increases in the price of aircraft fuel, if it
decides to do so; the effects of any technology failures,
cybersecurity or significant data breaches; disruptions to services
provided by third-party service providers; potential reputational
or other impact from adverse events involving the Company's
aircraft or operations, the aircraft or operations of its regional
carriers or its code share partners or the aircraft or operations
of another airline; the Company's ability to attract and retain
customers; the effects of any terrorist attacks, international
hostilities or other security events, or the fear of such events;
the mandatory grounding of aircraft in the Company's fleet;
disruptions to the Company's regional network as a result of the
COVID-19 pandemic or otherwise; the impact of regulatory,
investigative and legal proceedings and legal compliance risks; the
success of the Company's investments in other airlines, including
in other parts of the world, which involve significant challenges
and risks, particularly given the impact of the COVID-19 pandemic;
industry consolidation or changes in airline alliances; the ability
of other air carriers with whom the Company has alliances or
partnerships to provide the services contemplated by the respective
arrangements with such carriers; costs associated with any
modification or termination of the Company's aircraft orders;
disruptions in the availability of aircraft, parts or support from
its suppliers; the Company's ability to maintain satisfactory labor
relations and the results of any collective bargaining agreement
process with its union groups; any disruptions to operations due to
any potential actions by the Company's labor groups; labor costs;
the impact of any management changes; extended interruptions or
disruptions in service at major airports where the Company
operates; U.S. or foreign governmental legislation, regulation and
other actions (including Open Skies agreements, environmental
regulations and the United Kingdom's withdrawal from the
European Union); the seasonality of the airline industry; weather
conditions; the costs and availability of aviation and other
insurance; the Company's ability to realize the full value of its
intangible assets and long-lived assets; any impact to the
Company's reputation or brand image and other risks and
uncertainties set forth under Part I, Item 1A., "Risk Factors," of
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, as updated by the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
2020 and the Company's Current Report on Form 8-K
filed June 15, 2020, as well as other risks and uncertainties
set forth from time to time in the reports it files with the
SEC.
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SOURCE United Airlines