Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2011
US AIRWAYS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-8444 | 54-1194634 | ||
(State or other
Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
111 West Rio Salado Parkway | ||
Tempe, Arizona | 85281 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (480) 693-0800
N/A
(Former name or former address if changed since last report.)
US AIRWAYS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-8442 | 53-0218143 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
111 West Rio Salado Parkway | ||
Tempe, Arizona | 85281 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (480) 693-0800
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On June 28, 2011, US Airways, Inc. (the Company), Wilmington Trust Company, as subordination
agent and pass through trustee under certain pass through trusts newly formed by the Company (the
Trustee), Wells Fargo Bank Northwest, National Association, as escrow agent under the Escrow
Agreements (as defined below), and Wilmington Trust Company, as paying agent under the Escrow
Agreements, entered into the Note Purchase Agreement, dated as of June 28, 2011 (the Note Purchase
Agreement). The Note Purchase Agreement provides for future issuance by the Company of equipment
notes in the aggregate amount of $471,420,000 (the Equipment Notes) to finance five Airbus
aircraft currently owned by the Company and to finance the purchase of an additional four Airbus
aircraft scheduled to be delivered from September to October 2011 (collectively, the Aircraft).
The payment obligations of the Company under the Equipment Notes are fully and unconditionally
guaranteed by US Airways Group, Inc. Pursuant to the Note Purchase Agreement, at the financing of
each Aircraft, the Trustee will purchase Equipment Notes issued under a Trust Indenture and
Security Agreement (each, an Indenture and, collectively, the Indentures) with respect to such
Aircraft to be entered into by the Company and Wilmington Trust Company, as indenture trustee.
Each Indenture contemplates the issuance of Equipment Notes in three series: Series A, bearing
interest at the rate of 7.125% per annum, Series B, bearing interest at the rate of 9.750% per
annum, and Series C, bearing interest at the rate of 10.875% per annum in the aggregate principal
amount (once all the Equipment Notes have been issued) equal to $293,944,000, in the case of Series
A, $94,283,000, in the case of Series B, and $83,193,000, in the case of Series C. The Equipment
Notes will be purchased by the Trustee, using the proceeds from the sale of Pass Through
Certificates, Series 2011-1, Class A, Class B and Class C (collectively, the Certificates and
each class of the Certificates, a Class).
Pending the purchase of the Equipment Notes, the proceeds from the sale of the Certificates of each
Class were placed in escrow by the Trustee pursuant to an Escrow and Paying Agent Agreement, dated
as of June 28, 2011, among Wells Fargo Bank Northwest, National Association, Goldman, Sachs & Co.,
Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the
several underwriters, Wilmington Trust Company, as pass through trustee and as paying agent (each,
an Escrow Agreement and, collectively, the Escrow Agreements). The escrowed funds were
deposited with The Bank of New York Mellon under a Deposit Agreement corresponding to each Class of
Certificates.
The interest on the Equipment Notes and the escrowed funds is payable semiannually on each April 22
and October 22, beginning on October 22, 2011. The principal payments on the Equipment Notes are
scheduled on April 22 and October 22 in certain years, beginning on April 22, 2012. The final
payments will be due on October 22, 2023, in the case of the Series A Equipment Notes, October 22,
2018, in the case of the Series B Equipment Notes, and October 22, 2014, in the case of the Series
C Equipment Notes. Maturity of the Equipment Notes may be accelerated upon the occurrence of
certain Events of Default, including failure by the Company (in some cases after notice or the
expiration of a grace period, or both) to make payments under the applicable Indenture when due or
to comply with certain covenants, as well as certain bankruptcy events involving the Company. 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 the other Aircraft financed pursuant to the Note Purchase
Agreement.
The Certificates were registered for offer and sale pursuant to the Securities Act of 1933, as
amended (the Securities Act), under the Companys automatic shelf registration statement on Form
S-3 (File No. 333-163463) (the Registration Statement). For a more detailed description of the
agreements and instruments entered into by the Company 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, Description of the Equipment Notes and
Underwriting contained in (i) the Companys final Prospectus Supplement offering the Class A and
Class B Certificates, dated June 21, 2011 (the Class A/B Prospectus Supplement), to the
Prospectus, dated December 3, 2009, filed with the Securities and Exchange Commission on June 23,
2011 pursuant to Rule 424(b) under the Securities Act, which disclosure is hereby incorporated
herein by reference and (ii) the Companys final Prospectus Supplement offering the Class C
Certificates, dated June 22, 2011 (the Class C Prospectus Supplement), to the Prospectus, dated
December 3, 2009, filed with the Securities and Exchange Commission on June 23, 2011 pursuant to
Rule 424(b) under the Securities Act, which disclosure is hereby incorporated herein by reference.
This Current Report is also being filed for the purpose of filing as exhibits to the Registration
Statement the documents listed in Item 9.01 below, which are hereby incorporated by reference in
the Registration Statement.
Item 2.03 Creation of Direct Financial Obligation.
See Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The Exhibit Index attached to this Current Report is hereby incorporated by
reference. The documents listed on the Exhibit Index are filed as Exhibits with reference to the
Registration Statement. The Registration Statement and the final Class A/B Prospectus Supplement,
dated June 21, 2011, to the Prospectus, dated December 3, 2009, relate to the offering of the Class
A and Class B Certificates. The Registration Statement and the final Class C Prospectus
Supplement, dated June 22, 2011, to the Prospectus, dated December 3, 2009, relate to the offering
of the Class C Certificates.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, US Airways Group, Inc. has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
US Airways Group, Inc. |
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Date: June 30, 2011 | By: | /s/ Derek J. Kerr | ||
Derek J. Kerr | ||||
Executive Vice President and Chief Financial Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, US Airways, Inc. has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
US Airways, Inc. |
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Date: June 30, 2011 | By: | /s/ Derek J. Kerr | ||
Derek J. Kerr | ||||
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description | |||
4.1 | Trust Supplement No. 2011-1A-0, dated as of June 28, 2011, between Wilmington Trust Company,
as Trustee, and US Airways, Inc. to Pass Through Trust Agreement, dated as of December 21, 2010 |
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4.2 | Trust Supplement No. 2011-1A-S, dated as of June 28, 2011, between Wilmington Trust Company,
as Trustee, and US Airways, Inc. to Pass Through Trust Agreement, dated as of December 21, 2010 |
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4.3 | Trust Supplement No. 2011-1B-O dated as of June 28, 2011, between Wilmington Trust Company,
as Trustee, and US Airways, Inc. to Pass Through Trust Agreement, dated as of December 21, 2010 |
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4.4 | Trust Supplement No. 2011-1B-S, dated as of June 28, 2011 between Wilmington Trust Company,
as Trustee, and US Airways, Inc. to Pass Through Trust Agreement, dated as of December 21, 2010 |
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4.5 | Trust Supplement No. 2011-1C-O dated as of June 28, 2011, between Wilmington Trust Company,
as Trustee, and US Airways, Inc. to Pass Through Trust Agreement, dated as of December 21, 2010 |
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4.6 | Trust Supplement No. 2011-1C-S, dated as of June 28, 2011 between Wilmington Trust Company,
as Trustee, and US Airways, Inc. to Pass Through Trust Agreement, dated as of December 21, 2010 |
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4.7 | Revolving Credit Agreement (2011-1A), dated as of June 28, 2011, between Wilmington Trust
Company, as Subordination Agent, as Borrower, and Natixis S.A., as Liquidity Provider |
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4.8 | Revolving Credit Agreement (2011-1B), dated as of June 28, 2011, between Wilmington Trust
Company, as Subordination Agent, as Borrower, and Natixis, S.A., as Liquidity Provider |
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4.9 | Intercreditor Agreement, dated as of June 28, 2011, between Wilmington Trust Company, as
Trustee, Natixis, S.A., as Liquidity Provider, and Wilmington Trust Company, as Subordination Agent
and Trustee |
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4.10 | Amendment No. 1 to the Intercreditor Agreement (2011-1), dated as of June 28, 2011, between
Wilmington Trust Company, as Trustee, Natixis, S.A., as Liquidity Provider, and Wilmington Trust
Company, as Subordination Agent and Trustee |
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4.11 | Deposit Agreement (Class A), dated as of June 28, 2011, between Wells Fargo Bank Northwest,
National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary |
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4.12 | Deposit Agreement (Class B, dated as of June 28, 2011, between Wells Fargo Bank Northwest,
National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary |
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4.13 | Deposit Agreement (Class C), dated as of June 28, 2011, between Wells Fargo Bank Northwest,
National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary |
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4.14 | Escrow and Paying Agent Agreement (Class A), dated as of June 28, 2011, among Wells Fargo Bank
Northwest, National Association, as Escrow Agent, Goldman, Sachs & Co., Citigroup Global Markets
Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several Underwriters,
Wilmington Trust Company, as Trustee, and Wilmington Trust Company, as Paying Agent |
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4.15 | Escrow and Paying Agent Agreement (Class B), dated as of June 28, 2011, among Wells Fargo Bank
Northwest, National Association, as Escrow Agent, Goldman, Sachs & Co., Citigroup Global Markets
Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several Underwriters,
Wilmington Trust Company, as Trustee, and Wilmington Trust Company, as Paying Agent |
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4.16 | Escrow and Paying Agent Agreement (Class C), dated as of June 28, 2011, among Wells Fargo Bank
Northwest, National Association, as Escrow Agent, Goldman, Sachs & Co., Citigroup Global Markets
Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several Underwriters,
Wilmington Trust Company, as Trustee, and Wilmington Trust Company, as Paying Agent |
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4.17 | Note Purchase Agreement, dated as of June 28, 2011, among US Airways, Inc., Wilmington Trust
Company, as Trustee, Wilmington Trust Company, as Subordination Agent, Wells Fargo Bank Northwest,
National Association, as Escrow Agent, and Wilmington Trust Company, as Paying Agent |
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4.18 | Form of Participation Agreement (Participation Agreement between US Airways, Inc., as Owner,
and Wilmington Trust Company, as Indenture Trustee and Subordination Agent) (Exhibit B to Note
Purchase Agreement) |
Exhibit No. | Description | |||
4.19 | Form of Indenture (Trust Indenture and Security Agreement between US Airways, Inc., as Owner,
and Wilmington Trust Company, as Indenture Trustee) (Exhibit C to Note Purchase Agreement) |
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4.20 | Form of US Airways Pass Through Certificate, Series 2011-1A-O (included in Exhibit 4.1) |
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4.21 | Form of US Airways Pass Through Certificate, Series 2011-1B-O (included in Exhibit 4.3) |
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4.22 | Form of US Airways Pass Through Certificate, Series 2011-1C-O (included in Exhibit 4.5) |
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4.23 | Guarantee, dated as of June 28, 2011, from US Airways Group, Inc. |
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5.1 | Opinion of Latham & Watkins LLP, special counsel to US Airways, Inc. and US Airways Group, Inc. |