American Airlines Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement

 

 

 

 

 

 

 

 

 

Check the appropriate box below if the Form 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 of the Securities Exchange Act of 1934 of this chapter).

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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. ☐

 

 

 

As further described below, American (as defined below) and its affiliates have raised $1.0 billion to refinance near term maturities.

On May 28, 2025, American Airlines, Inc., a Delaware corporation (“ and AAdvantage Loyalty IP Ltd. (“ and with American, collectively, the “”), an exempted company incorporated with limited liability under the laws of the Cayman Islands, entered into that certain Third Amendment to Term Loan Credit and Guaranty Agreement (the “”) with Barclays Bank PLC, as administrative agent (the “”), and Citibank, N.A., as the designated lender of the 2025 Incremental Term Loans (as defined below) to the Term Loan Credit and Guaranty Agreement, dated as of March 24, 2021 (prior to the entry into the Third Amendment, the “”), with, among others, the lenders party thereto, the Administrative Agent, and Wilmington Trust, National Association, as collateral administrator.

Pursuant to the Third Amendment, the Borrowers incurred $1.0 billion of incremental term loans (the “”). The terms of the 2025 Incremental Term Loans are substantially similar to the existing term loans under the Prior 2021 Credit Agreement; however, the 2025 Incremental Term Loans (a) bear interest at a base rate (subject to a floor of 0.00%) plus an applicable margin of 2.25% per annum, or, at the Borrowers’ option, the SOFR rate for a tenor of three months (subject to a floor of 0.00%), plus an applicable margin of 3.25% per annum, (b) have a scheduled principal amortization amount equal to 0.25% of the original aggregate principal amount of the 2025 Incremental Term Loans made on the effective date of the Third Amendment, payable quarterly beginning in July 2025, (c) are not subject to a cost spread adjustment and (d) have a maturity date of May 28, 2032. The Borrowers will use the net proceeds of the 2025 Incremental Term Loans (after deducting fees, costs and expenses of the transaction) (i) to fund the reserve account required by the Third Amendment, (ii) to make an additional intercompany loan to American, and (iii) for general corporate purposes, including the repayment of near term maturities.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Third Amendment, which is filed herewith as Exhibit 10.1 and is incorporated by reference into this Item 1.01.

 

The disclosure included in Item 1.01 above is incorporated herein by reference.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this rt to be signed on its behalf by the undersigned hereunto duly authorized.

 

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.