United Airlines Files 8-K: Material Definitive Agreement

TL;DR

UAL filed an 8-K for a material definitive agreement - big stuff happening.

AI Summary

On April 22, 2024, United Airlines Holdings, Inc. (UAL) filed an 8-K to report the entry into a material definitive agreement. The filing also addresses material modifications to the rights of security holders and includes financial statements and exhibits. Specific details of the agreement and modifications were not fully elaborated in the provided text, but the filing indicates a significant corporate event.

Why It Matters

This filing signals a significant corporate action by United Airlines, potentially impacting its business operations, financial structure, or shareholder rights.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could involve significant financial or operational changes, but the specific nature and impact are not detailed in the provided excerpt.

Key Players & Entities

• United Airlines Holdings, Inc. (company) — Registrant
• UAL (company) — Ticker Symbol
• April 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — Airlines Holdings, Inc. Common Stock, $0.01 par value UAL The Nasdaq Stock Market
• $250.00 — rticipating Serial Preferred Stock from $250.00 to $200.00 (and made other conforming c
• $200.00 — Serial Preferred Stock from $250.00 to $200.00 (and made other conforming changes to t

Filing Documents

• tm2412418d2_8k.htm (8-K) — 33KB
• 0001104659-24-050353.txt ( ) — 247KB
• ual-20240422.xsd (EX-101.SCH) — 3KB
• ual-20240422_def.xml (EX-101.DEF) — 26KB
• ual-20240422_lab.xml (EX-101.LAB) — 36KB
• ual-20240422_pre.xml (EX-101.PRE) — 25KB
• tm2412418d2_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On April 20, 2024, the board of directors of United Airlines Holdings, Inc. (the "Company") unanimously approved, and on April 22, 2024, the Company entered into, that certain Amendment No. 3 to Tax Benefits Preservation Plan ("Amendment No. 3"), which amends the Tax Benefits Preservation Plan, dated as of December 4, 2020 and as amended as of January 21, 2021 and December 4, 2023 (the "Plan"), by and between the Company and Computershare Trust Company, N.A., as rights agent (the "Rights Agent"). The Plan, the purpose of which is to help protect the Company's ability to recognize certain tax benefits in future periods from net operating losses and other tax attributes, was originally entered into on December 4, 2020 and was scheduled to expire at the Close of Business (as defined in the Plan) on December 4, 2023. On January 21, 2021, the Company and the Rights Agent entered into that certain Amendment No. 1 to Tax Benefits Preservation Plan ("Amendment No. 1"), which added that certain Warrant Agreement, dated as of January 15, 2021, by and between the Company and the United States Department of the Treasury to the definition of "Warrant Agreements" under the Plan. On December 4, 2023, the Company and the Rights Agent entered into that certain Amendment No. 2 to Tax Benefits Preservation Plan ("Amendment No. 2"), which (i) added that certain Warrant Agreement, dated as of April 29, 2021, by and between the Company and the United States Department of the Treasury to the definition of "Warrant Agreements" under the Plan, (ii) extended the expiration time to the Close of Business on December 4, 2026 (subject to other earlier termination events, including if stockholder approval of the Plan, as amended, has not been obtained at the Company's 2024 annual meeting of stockholders) and (iii) changed the exercise price for each one one-thousandth of a share of Series A Junior Participating Serial Preferred Stock from

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 4.1 Amendment No. 3 to Tax Benefits Preservation Plan, dated as of April 22, 2024, by and between the Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.4 to the Company's Form 8-A/A, filed on April 23, 2024) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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 hereunto duly authorized. UNITED AIRLINES HOLDINGS, INC. By: /s/ Michael Leskinen Name: Michael Leskinen Title: Executive Vice President and Chief Financial Officer Date: April 23, 2024

View Full Filing

View this 8-K filing on SEC EDGAR