ITEM 8.01. OTHER EVENTS. OnJune 21, 2020 ,American Airlines Group Inc. ("AAG") issued a press release announcing its intention to commence (i) an underwritten public offering of$750 million of shares of its common stock (the "Common Stock Offering") and (ii) an underwritten public offering of$750 million aggregate principal amount of convertible senior notes due 2025 (the "Convertible Senior Notes Offering").American Airlines, Inc. ("AAI" and, together with AAG, the "Companies") also issued a press release announcing its intention to commence a private offering of$1.5 billion aggregate principal amount of secured senior notes due 2025 (the "Senior Secured Notes Offering") and to enter into a new$500 million term loan facility due 2024 (the "New Term Loan Facility"). A copy of AAG's press release with respect to the Common Stock Offering and the Convertible Senior Notes Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and a copy of AAI's press release with respect to the Senior Secured Notes Offering and the New Term Loan Facility is filed as Exhibit 99.2 to this Current Report on Form 8-K, and, in each case, is incorporated herein by reference. OnJune 22, 2020 , in connection with the Common Stock Offering and the Convertible Senior Notes Offering, AAG filed with theSecurities and Exchange Commission (i) a preliminary prospectus supplement to its effective shelf registration statement on Form S-3 (File No.
333-236503)
pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Common Stock Offering and (ii) a preliminary prospectus supplement to its effective shelf registration statement on Form S-3 (File No.
333-236503)
pursuant to Rule 424(b)(5) under the Securities Act relating to the Convertible
Senior Notes Offering.
In connection with the transactions described above, the Companies are filing
the updated risk factors attached hereto as Exhibit 99.3.
As previously reported, AAG has applied for a secured loan in the amount of
approximately
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Description 99.1Common Stock Offering and Convertible Senior Notes Offering Press Release, datedJune 21, 2020 . 99.2Senior Secured Notes Offering and New Term Loan Facility Press Release, datedJune 21, 2020 . 99.3American Airlines Group Inc. andAmerican Airlines, Inc. Risk Factors. 104.1 Cover page interactive data file (embedded within the Inline XBRL document). Cautionary Statement Regarding Forward-Looking Statements Certain of the statements contained in this report should be considered forward-looking statements within the meaning of the Securities Act, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan," "project," "could," "should," "would," "continue," "seek," "target," "guidance," "outlook," "if current trends continue," "optimistic," "forecast" and other similar words. Such statements include, but are not limited to, statements about the Companies' plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Companies' current objectives, beliefs and expectations, and -------------------------------------------------------------------------------- they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Companies' Quarterly Report on Form 10-Q for the three months endedMarch 31, 2020 (especially in Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A. Risk Factors), as updated by Exhibit 99.3 attached hereto, and other risks and uncertainties listed from time to time in the Companies' other filings with theSecurities and Exchange Commission . There may be other factors of which the Companies are not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In particular, the consequences of the coronavirus outbreak to economic conditions and the travel industry in general and the financial position and operating results of the Companies in particular have been material, are changing rapidly, and cannot be predicted. The Companies do not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement. --------------------------------------------------------------------------------
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