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.
(d) Exhibits
Exhibit
Number 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).
© Edgar Online, source Glimpses