ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.




At the Market Offering
On October 22, 2020, AAG entered into an equity distribution agreement (the
"Prior Distribution Agreement"), relating to the issuance and sale from time to
time by AAG (the "Prior ATM"), through the investment banks identified therein,
of shares of AAG's common stock having an aggregate gross sales price of up to
$1,000,000,000. Since the Prior ATM's inception on October 22, 2020 through
January 28, 2021, we sold an aggregate of 68,561,487 shares of our common stock
at an average price of $12.87 per share, raising gross proceeds of approximately
$882.4 million. On January 28, 2021, we provided notice of the termination of
the Prior ATM, effective as of January 28, 2021.
On January 29, 2021, AAG entered into a new equity distribution agreement (the
"Distribution Agreement") with Goldman Sachs & Co. LLC, Citigroup Global Markets
Inc., Barclays Capital Inc. and BNP Paribas Securities Corp. (collectively, the
"Managers"), relating to the issuance and sale from time to time by AAG (the
"ATM Offering"), through the Managers, of shares of AAG's common stock having an
aggregate gross sales price of up to $1,117,590,000 (the "ATM Shares"). Sales of
the ATM Shares, if any, under the Distribution Agreement may be made in ordinary
brokers' transactions, to or through a market maker, on or through The Nasdaq
Global Select Market, the existing trading market for AAG's common stock, or any
other market venue where AAG's common stock may be traded, in the
over-the-counter
market, in privately negotiated transactions, or through a combination of any
such methods of sale. The Managers may also sell AAG's common stock by any other
method permitted by law.
Under the terms of the Distribution Agreement, AAG may also sell ATM Shares to
any Manager, as principal for its own account, including a block trade, at a
price agreed upon at the time of sale. If AAG sells ATM Shares to a Manager as
principal, AAG will enter into a separate terms agreement with such Manager and
will describe any such agreement in a separate prospectus supplement or pricing
supplement.
The Distribution Agreement includes customary representations, warranties and
covenants by AAG and customary obligations of the parties and termination
provisions. AAG has agreed to indemnify the Managers against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"), or to contribute to payments the Managers may be
required to make with respect to any of those liabilities. Under the terms of
the Distribution Agreement, AAG will pay the Managers a commission of 1.0% of
the gross sales price of any ATM Shares sold.
The ATM Shares to be sold under the Distribution Agreement, if any, will be
issued and sold pursuant to the prospectus forming a part of AAG's shelf
registration statement on Form
S-3
(File
No. 333-236503),
which became effective upon filing by AAG with the Securities and Exchange
Commission on February 19, 2020, and a prospectus supplement dated January 29,
2021 related thereto. AAG plans to use the net proceeds from any sales of ATM
Shares pursuant to the Distribution Agreement for general corporate purposes and
to enhance its liquidity position.
The offering of common stock pursuant to the Distribution Agreement will
terminate upon the earliest of (1) the sale of all ATM Shares subject to the
Distribution Agreement, (2) the termination of the Distribution Agreement by AAG
or by any of the Managers, with respect to such Manager only or (3) February 19,
2023.
The foregoing description of the Distribution Agreement is not complete and is
qualified in its entirety by reference to the full text of the Distribution
Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K
and is incorporated in this Item 1.01 by reference.
The Managers and their related entities have engaged, and may in the future
engage, in commercial and investment banking transactions with AAG in the
ordinary course of their business. They have received, and expect to receive,
customary compensation and expense reimbursement for these commercial and
investment banking transactions.
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ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.




On January 28, 2021, the Company provided notice of the termination of the Prior
Distribution Agreement, effective as of January 28, 2021 and the Prior
Distribution Agreement was terminated pursuant to its terms. At the time the
Prior Distribution Agreement was terminated, we had sold an aggregate of
68,561,487 shares of common stock for gross proceeds of approximately
$882.4 million, with shares of common stock having an aggregate gross sales
price of up to approximately $117.6 remaining unsold. The material terms and
conditions of the Prior Distribution Agreement and the Prior ATM were described
in the Company's Current Report on Form
8-K
filed on October 22, 2020.


ITEM 8.01. OTHER EVENTS.


Future Aircraft Deliveries and Financing Status
Set forth below is an updated summary of the mainline aircraft that we have
under contract for scheduled delivery after the date of this report with respect
to the balance of 2021 or in 2022:
Boeing 737 MAX Family Aircraft
. We have accepted delivery of five MAX aircraft year to date and presently
expect an additional six MAX aircraft to be delivered in the balance of 2021 and
ten MAX aircraft in 2022. We have financing commitments in place for three of
the six MAX aircraft to be delivered in the balance of 2021 and do not have any
financing commitments in place for the ten MAX aircraft to be delivered in 2022.
However, we have the right to defer all of the 13 MAX aircraft deliveries that
do not have committed financing to 2023 or 2024.
Boeing 787 Family Aircraft
. We have not accepted any 787 aircraft year to date and presently expect 19 787
aircraft to be delivered in the balance of 2021 and none in 2022. We have
financing commitments in place for all 19 of these 787 aircraft.
Airbus A321NEO Family Aircraft
. We have accepted delivery of one NEO aircraft year to date and presently
expect an additional 15 NEO aircraft to be delivered in the balance of 2021 and
26 NEO aircraft in 2022. We have financing commitments in place for all 15 NEO
aircraft to be delivered in the balance of 2021. We do not have in place
financing commitment (third party or backstop) for any of the 2022 NEO
deliveries.
Our ability to draw on the financing commitments described above is subject to
(a) the satisfaction of various terms and conditions, including in some cases,
on our acquisition of the aircraft by a certain date and (b) the performance by
the counterparty providing such financing commitments of its obligations
thereunder.
Flight Cancellations on January 28, 2021
On January 28, 2021, we experienced approximately 300 flight cancellations
involving aircraft operated by our wholly-owned regional subsidiary, PSA
Airlines, Inc. ("PSA"). The flight cancellations were due to a delay in
conducting maintenance checks on PSA's CRJ aircraft. Substantially all of the
aircraft involved have been, or we expect promptly will be, returned to service,
and we do not expect this event to have a material effect on our results of
operations.
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 the Companies'
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 the Companies' 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 the Companies' Quarterly Report on Form
10-Q
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 the Companies' other filings with the
Securities and Exchange Commission. There may be other factors of which the
Companies 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. The Companies
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.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.




(d) Exhibits.

Exhibit
  No.                                    Description

   1.1       Equity Distribution Agreement, dated January 29, 2021, by and among
           American Airlines Group Inc. and Goldman Sachs & Co. LLC, Barclays
           Capital Inc., Citigroup Global Markets Inc. and BNP Paribas Securities
           Corp.

   5.1       Opinion of Latham & Watkins LLP.

  23.1       Consent of Latham & Watkins LLP (included in its opinion filed as
           Exhibit 5.1).

 104.1     Cover page interactive data file (embedded within the Inline XBRL
           document).

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