On November 10, 2020, American Airlines Group Inc. (“AAG”) issued a press release announcing its intention to commence an underwritten public offering of 38,500,000 shares of its common stock (the “Common Stock Offering”). A copy of AAG’s press release with respect to the Common Stock Offering is filed as Exhibit 99.1 to this Current Report on Form
and is incorporated herein by reference.
On November 10, 2020, AAG filed with the Securities and Exchange Commission a preliminary prospectus supplement to its effective shelf registration statement on Form
pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Common Stock Offering.
In connection with the offering described above, AAG is providing an update on the ATM Offering (as defined below) and its liquidity position. Pursuant to a prospectus supplement dated October 22, 2020, AAG is selling, from time to time, shares of its common stock having an aggregate gross sales price of up to $1,000,000,000 through Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and BNP Paribas Securities Corp. (the “ATM Offering”). As of November 9, 2020, we have sold 57,858,333 shares of our common stock for an aggregate gross sales price of $702,112,888 pursuant to the ATM Offering and shares of our common stock having an aggregate gross sales price of $297,887,112 remain available for sale pursuant to the ATM Offering. As a result of the
provisions included in the underwriting agreement with respect to the Common Stock Offering, we will not be permitted to conduct additional sales under the ATM Offering until December 10, 2020 if the Common Stock Offering is consummated. The 38,500,000 shares of common stock we are offering pursuant the Common Stock Offering are in addition to, and not a part of, the ATM Offering. As a result of the sales made pursuant to the ATM Offering as of November 9, 2020 and the proceeds from the proposed Common Stock Offering, assuming the offering is consummated, AAG expects to end the fourth quarter of 2020 with more than $14.5 billion in total available liquidity, which excludes any additional proceeds from sales of our common stock that we may still make pursuant to the remaining capacity available under the ATM Offering.
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 Exchange Act, 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 our 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 our 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 our Quarterly Report on Form
for the nine months ended September 30, 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), and other risks and uncertainties listed from time to time in our other filings with the Securities and Exchange Commission. There may be other factors of which we 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. We 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.