United Continental Holdings, Inc. 8-K 2009
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 24, 2009
UNITED AIR LINES, INC.
(Exact name of registrant issuer as specified in its charter)
Registrants telephone number, including area code: (312) 997-8000
(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:
On November 24, 2009, United Air Lines, Inc. (United) and Wilmington Trust Company, as subordination agent and pass through trustee (the Trustee) under the two pass through trusts (each, a Trust) formed by United, entered into the Note Purchase Agreement, dated as of November 24, 2009 (the Note Purchase Agreement). The Note Purchase Agreement provides for the issuance by United of equipment notes (the Equipment Notes) in the aggregate principal amount of $810,337,000. The payment obligations of United under the Equipment Notes are fully and unconditionally guaranteed by UAL Corporation (the Company). Pursuant to the Note Purchase Agreement, the Trustee agreed to purchase Equipment Notes issued under a Trust Indenture and Mortgage with respect to each aircraft (each, an Indenture and, collectively, the Indentures), entered into by United and Wilmington Trust Company, as mortgagee.
Each Indenture contemplates the issuance of the Equipment Notes in two series: Series A, bearing interest at a stated interest of 9.750% per annum in the aggregate principal amount equal to $697,731,000, and Series B, bearing interest at a stated interest of 12.000% per annum in the aggregate principal amount equal to $112,606,000. The Equipment Notes will be purchased by the Trustee for each Trust using the proceeds from the sale of pass through certificates, Series 2009-2A and Series 2009-2B (collectively, the Certificates).
Pending the purchase of the Equipment Notes, the proceeds from the sale of the Certificates were placed in escrow by the Trustee pursuant to a separate escrow and paying agent agreement for the benefit of the certificate holders of each Trust, each dated as of November 24, 2009, among Wilmington Trust Company, in its capacity as escrow agent in respect of each Trust and in its capacity as paying agent on behalf of the escrow agent, the Trustee and J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., as the underwriters. The escrowed funds were deposited with JPMorgan Chase Bank, N.A. under a separate deposit agreement for each Trust, each dated as of November 24, 2009, between Wilmington Trust Company, as escrow and paying agent, and JPMorgan Chase Bank, N.A., as depositary, relating to the Certificates.
The interest on the Equipment Notes is payable semi-annually on each January 15 and July 15, beginning on July 15, 2010. The principal payments on the Equipment Notes are scheduled on January 15 and July 15 in certain years, beginning on July 15, 2010. The final payments will be due on January 15, 2017 in the case of the Series A Equipment Notes and January 15, 2016 in the case of the Series B Equipment Notes. The maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by United to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving United. The Equipment Notes issued with respect to each aircraft will be secured by a lien on such aircraft and will also be cross-collateralized by other aircraft financed pursuant to the Note Purchase Agreement.
The Certificates were offered pursuant to the Prospectus Supplement, dated November 16, 2009 (the Prospectus Supplement), to the Prospectus, dated June 19, 2007, which forms a part of the Companys and Uniteds automatic shelf registration statement on Form S-3 (Registration No. 333-143865) (the Registration Statement), filed with the Securities and Exchange Commission on June 19, 2007.
The foregoing description of these agreements and instruments is qualified in its entirety by reference to these agreements and instruments, copies of which are filed herewith as exhibits and are incorporated by reference herein. For a more detailed description of the agreements and instruments entered into by the Company and United with respect to the Certificates, see the disclosure under the captions Description of the Certificates, Description of the Deposit Agreements, Description of the Escrow Agreements, Description of the Liquidity Facilities, Description of the Intercreditor Agreement and Description of the Equipment Notes contained in the Prospectus Supplement.
See Item 1.01.
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.