Alaska Air Group Enters Agreement, Completes Acquisition

TL;DR

ALSK just signed a big deal and bought something, new debt likely.

AI Summary

Alaska Air Group, Inc. announced on October 15, 2024, that it has entered into a material definitive agreement and completed an acquisition. The company also incurred a direct financial obligation. Specific details regarding the agreement, acquisition, and financial obligation are not provided in this summary document.

Why It Matters

This filing indicates significant corporate actions by Alaska Air Group, including a new agreement and an acquisition, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement, completion of an acquisition, and a new financial obligation, all of which carry inherent business and financial risks.

Key Players & Entities

• ALASKA AIR GROUP, INC. (company) — Registrant
• October 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value ALK New York Stock Exchange
• $625 million — Inc. (the " Company ") issued and sold $625 million aggregate principal amount of 5.021% Se
• $750 million — ion, as collateral administrator, for a $750 million senior secured term loan facility (the
• $513.2 million — s of its intent to prepay approximately $513.2 million aggregate principal amount of existing

Filing Documents

• alk-20241015.htm (8-K) — 49KB
• ex41-alaskaloyaltyxindentu.htm (EX-4.1) — 1863KB
• ex44-alaskaloyaltyxcredita.htm (EX-4.4) — 1535KB
• 0000766421-24-000075.txt ( ) — 4120KB
• alk-20241015.xsd (EX-101.SCH) — 2KB
• alk-20241015_lab.xml (EX-101.LAB) — 21KB
• alk-20241015_pre.xml (EX-101.PRE) — 12KB
• alk-20241015_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

ITEM 1.01. Entry Into a Material Definitive Agreement Indenture Governing Senior Secured Notes On October 15, 2024, AS Mileage Plan IP, Ltd. (" Loyalty Issuer "), an exempted company incorporated with limited liability under the laws of the Cayman Islands and an indirect, wholly owned subsidiary of Alaska Air Group, Inc. (the " Company ") issued and sold $625 million aggregate principal amount of 5.021% Senior Secured Notes due 2029 (the " 2029 Notes ") and $625 million aggregate principal amount of 5.308% Senior Secured Notes due 2031 (the " 2031 Notes " and together with the 2029 Notes, the " Notes "), pursuant to an Indenture (the " Indenture "), dated as of October 15, 2024, by and among Loyalty Issuer, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee and U.S. Bank National Association, as collateral custodian. The 2029 Notes will mature on October 20, 2029. The 2029 Notes bear interest at a rate of 5.021% per annum, payable in quarterly installments on January 20, April 20, July 20 and October 20 of each year, beginning January 20, 2025. The 2031 Notes will mature on October 20, 2031. The 2031 Notes bear interest at a rate of 5.308% per annum, payable in quarterly installments on January 20, April 20, July 20 and October 20 of each year, beginning January 20, 2025. The Notes are (i) fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by Alaska Airlines, Inc. (" Alaska ") and AS Mileage Plan Holdings Ltd. (" HoldCo ") and on an unsecured basis by the Company (together, the " Guarantors ") and (ii) secured, on a senior, first-priority basis by the Loyalty Issuer's, Alaska's and HoldCo's right, title and interest in certain collateral associated with Alaska's customer loyalty program, Alaska Airlines Mileage Plan (the " Collateral "). The assets of the HawaiianMiles program will not initially be included in the Collateral and Hawaiian Holdings, Inc. and its subsidiaries will

01. Termination of a Material Definitive Agreement

ITEM 2.01. Termination of a Material Definitive Agreement. Satisfaction and Discharge of Hawaiian 2026 Senior Secured Notes and 2029 Senior Secured Notes On October 15, 2024, the Company irrevocably deposited or caused to be irrevocably deposited, with Wilmington National Trust Association, as trustee (the " Trustee "), funds solely for the benefit of the holders of the 5.750% Senior Secured Notes due 2026 (the " 2026 Notes "), issued by Hawaiian Brand Intellectual Property, Ltd. and HawaiianMiles Loyalty, Ltd. (the " Hawaiian Issuers "), in an amount sufficient to pay principal, premium and accrued interest on all of the outstanding 2026 Notes to, but not including, the date of redemption and all other sums payable under the indenture pursuant to which the 2026 Notes were issued (the " 2026 Notes Indenture "). Accordingly, the 2026 Notes and the 2026 Notes Indenture have been satisfied and discharged. On October 15, 2024, the Company also irrevocably deposited or caused to be irrevocably deposited with the Trustee, funds solely for the benefit of the holders of the 11.000% Senior Secured Notes due 2029 (the " 2029 Notes "), issued by the Hawaiian Issuers, in an amount sufficient to pay principal, premium and accrued interest on all of the outstanding 2029 Notes to, but not including, the date of redemption and all other sums payable under the indenture pursuant to which the 2029 Notes were issued (the " 2029 Notes Indenture "). Accordingly, the 2029 Notes and the 2029 Notes Indenture have been satisfied and discharged. ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information described under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

01. Other Events

ITEM 8.01. Other Events On October 15, 2024, the Company notified various lenders of its intent to prepay approximately $513.2 million aggregate principal amount of existing debt of Hawaiian Airlines, Inc. Following these notifications, the prepayments are expected to be completed in October.

01. Financial Statements and Other Exhibits

ITEM 9.01. Financial Statements and Other Exhibits 4.1 Indenture, dated as of October 15, 2024, by and among Loyalty Issuer, the Guarantors, U.S. Bank Trust Company, National Association and U.S. Bank National Association. 4.2 Form of 5.021% Senior Secured Notes due 2029 (incorporated by reference to Exhibit A-1 to Exhibit 4.1 filed herewith). 4.3 Form of 5.308% Senior Secured Notes due 2031 (incorporated by reference to Exhibit A-2 to Exhibit 4.1 filed herewith). 4.4 New Term Loan Facility, dated as of October 15, 2024, by and among Loyalty Issuer, the Guarantors, the lenders party thereto, Bank of America, N.A. and U.S. Bank Trust Company, National Association. 104 Cover Page Interactive Data File - embedded within the Inline XBRL Document

Signatures

Signatures 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 thereunto duly authorized. ALASKA AIR GROUP, INC. Registrant Date: October 15, 2024 /s/ KYLE B. LEVINE Kyle B. Levine Senior Vice President, Legal, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR