UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2020

UNITED AIRLINES HOLDINGS, INC.

UNITED AIRLINES, INC.

(Exact name of registrant as specified in its charter)

(872) 825-4000

(872) 825-4000

Registrant’s telephone number, including area code 

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

As previously reported, on April 20, 2020, United Airlines Holdings, Inc. (“UAL” and, together with United Airlines, Inc., the “Company”) entered into a warrant agreement (the “Warrant Agreement”) with the United States Department of the Treasury (“Treasury”) in connection with the Payroll Support Program established under the Coronavirus Aid, Relief, and Economic Security Act. Pursuant to the Warrant Agreement, UAL has issued to Treasury warrants to purchase up to 4,627,141 shares of common stock (the “Warrants”). The Warrant Agreement entitles Treasury to customary registration rights.

On December 1, 2017, the Company filed a shelf registration statement on Form S-3 (File No. 333-221865) (the “Registration Statement”). The Registration Statement provides for the sale of securities, including shares of common stock and warrants of the Company, from time to time by UAL, its wholly-owned subsidiary United Airlines, Inc. and selling security holders who may be named in a prospectus supplement. On the date hereof, UAL filed a prospectus supplement (the “Prospectus Supplement”) providing for the resale of the Warrants by one or more selling security holders from time to time, as well as the resale of up to 4,627,141 shares of common stock issuable upon exercise of the Warrants (the “Shares”).

Sidley Austin LLP, counsel to UAL, has issued a legal opinion relating to the Warrants and the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The foregoing description of the Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to each of the Warrant Agreement, filed herewith as Exhibit 4.1, and the Form of Warrant, filed herewith as Exhibit 4.2, each of which is incorporated herein by reference.

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.