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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 17, 2021
AMERICAN AIRLINES GROUP INC.
AMERICAN AIRLINES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-8400 | | 75-1825172 |
| Delaware | | 1-2691 | | 13-1502798 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | | | | | | | |
| 1 Skyview Drive, | Fort Worth, | Texas | | | 76155 |
| 1 Skyview Drive, | Fort Worth, | Texas | | | 76155 |
| (Address of principal executive offices) | | | (Zip Code) |
Registrant’s telephone number, including area code:
(817) 963-1234
(817) 963-1234
| | | | | | | | |
N/A |
| (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:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Common Stock, $0.01 par value per share | | AAL | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
On January 15, 2021 (the “Closing Date”), American Airlines, Inc. (“AAI”), Envoy Air Inc. (“Envoy”), Piedmont Airlines, Inc. (“Piedmont”) and PSA Airlines, Inc. (together with AAI, Envoy and Piedmont, the “Subsidiaries”), each a wholly-owned subsidiary of American Airlines Group Inc. (the “Company”), entered into a Payroll Support Program Extension Agreement (the “PSP2 Agreement”) with the United States Department of Treasury (the “Treasury”), with respect to the Payroll Support Program (“PSP2”) established under Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021. In connection with its entry into the PSP2 Agreement, on the Closing Date, the Company also entered into a Warrant Agreement with the Treasury, and the Company issued a promissory note (the “Promissory Note”) to the Treasury, with the Subsidiaries as guarantors. These transactions are more fully described in the Current Report on Form 8-K filed by the Company and AAI on January 19, 2021 (the “January 8-K”).
As contemplated by the PSP2 Agreement and the January 8-K, on March 17, 2021 AAI and the Subsidiaries received the second installment of PSP2 financial assistance in the aggregate amount of $1,543.4 million and in connection therewith issued to Treasury the warrants (the “Warrants”) and increased the amount of the Promissory Note. After taking into account this second installment, the Company has received $3,086.8 million of PSP2 financial assistance, for which the Company has now provided Treasury with the Promissory Note in an aggregate amount of $896.0 million and Warrants to purchase up to 5,721,751 shares of the Company’s common stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| AMERICAN AIRLINES GROUP INC. |
| | |
| Date: March 17, 2021 | By: | | /s/ Derek J. Kerr |
| | | Derek J. Kerr |
| | | Executive Vice President and
Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| AMERICAN AIRLINES, INC. |
| | |
| Date: March 17, 2021 | By: | | /s/ Derek J. Kerr |
| | | Derek J. Kerr |
| | | Executive Vice President and
Chief Financial Officer |