SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
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Securities registered pursuant to Section 12(b) of the Act.
|Registrant||Title of each class|
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|United Airlines Holdings, Inc.|
|United Airlines, Inc.||None||None||None|
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|Item 8.01.||Other Events.|
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 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 (the “PSP Warrant Agreement”). Pursuant to the PSP Warrant Agreement, UAL has issued to Treasury warrants to purchase up to 4,763,841 shares of common stock (the “PSP Warrants”). The PSP Warrant Agreement entitles Treasury to customary registration rights.
Also as previously reported, on June 15, 2020, UAL entered into an equity distribution agreement (the “Distribution Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC (collectively, the “Managers”), relating to the issuance and sale from time to time by UAL, through the Managers, of up to 28,000,000 shares of UAL’s common stock, par value $0.01 per share (the “ATM Shares”). Sales of the ATM Shares, if any, under the Distribution Agreement may be made in any transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. Under the terms of the Distribution Agreement, UAL may also sell ATM Shares to any Manager, as principal for its own account, at a price agreed upon at the time of sale. If UAL sells ATM Shares to a Manager as principal, UAL will enter into a separate terms agreement with such Manager.
On November 17, 2020, the Company filed a shelf registration statement on Form S-3 (File No. 333-250153) (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 (i) a prospectus supplement providing for the sale of the remaining 25,322,567 of the ATM Shares (the “ATM Securities”) and (ii) a prospectus supplement providing for the resale of the PSP Warrants by one or more selling security holders from time to time, as well as the resale of up to 4,763,841 shares of common stock issuable upon exercise of such PSP Warrants (collectively, the “Warrant Securities”).
Sidley Austin LLP, counsel to UAL, has issued a legal opinion relating to the ATM Securities and a legal opinion relating to the Warrant Securities. A copy of each such legal opinion, including the consent included therein, is attached as Exhibit 5.1 and Exhibit 5.2 hereto, respectively.
The foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, filed herewith as Exhibit 1.1 and incorporated herein by reference. The foregoing description of the PSP Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each of the PSP Warrant Agreement, filed herewith as Exhibit 4.1, and the Form of PSP Warrant, filed herewith as Exhibit 4.2, each of which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|Description of Exhibit|
|1.1||Equity Distribution Agreement, dated June 15, 2020, by and among UAL and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (filed as Exhibit 1.1 to UAL’s Form 8-K filed on June 15, 2020, and incorporated herein by reference).|
|4.1||Warrant Agreement, dated as of April 20, 2020, between UAL and the United States Department of the Treasury (filed as Exhibit 4.2 to UAL’s Form 8-K filed on April 23, 2020, and incorporated herein by reference).|
|4.2||Form of Warrant (included in Exhibit 4.1 as Annex B thereto).|
|5.1||Opinion of Sidley Austin LLP dated November 23, 2020 relating to the ATM Securities.|
|5.2||Opinion of Sidley Austin LLP dated November 23, 2020 relating to the Warrant Securities.|
|23.1||Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto).|
|23.2||Consent of Sidley Austin LLP (included in Exhibit 5.2 hereto).|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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.
UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
|By:||/s/ Gerald Laderman|
|Title:||Executive Vice President and Chief Financial Officer|
|Date: November 23, 2020|