Convertible Notes Preliminary Prospectus Supplement Sample Clauses

Convertible Notes Preliminary Prospectus Supplement as the case may be, and the accompanying prospectus, each to the extent inconsistent with the information therein. All references to dollar amounts are references to U.S. dollars. Issuer: Southwest Airlines Co., a Texas corporation. Ticker / Exchange for Common Stock: LUV / The New York Stock Exchange (“NYSE”). Pricing Date: April 28, 2020. Trade Date: April 29, 2020. Settlement Date: May 1, 2020 (T+2). NYSE Last Reported Sale Price on April 28, 2020: $29.69 per share of our common stock, par value $1.00 per share (the “Common Stock”). Total Transaction Size (Gross Proceeds from the Offerings Before Discounts and Expenses): Common Stock Offering: $1,995,000,000 in gross proceeds, or $2,294,250,000 if the underwriters in the Common Stock Offering exercise their option to purchase additional shares of Common Stock in full. Convertible Notes Offering: $2,000,000,000 in gross proceeds, or $2,300,000,000 if the underwriters in the Convertible Notes Offering exercise their over-allotment option to purchase additional Notes (as defined below) in full. Neither the Common Stock Offering nor the Convertible Notes Offering is conditioned upon the completion of the other offering or vice versa. Schedule II Use of Proceeds: We estimate that the net proceeds to us from the Offerings will be $3,880,000,000, or $4,462,772,500 if the option to purchase additional shares of Common Stock and the over-allotment option to purchase additional Notes are exercised in full, including approximately $1,934,500,000, or approximately $2,224,772,500 if the underwriters in the Common Stock Offering exercise their option to purchase additional shares of Common Stock in full, from the Common Stock Offering and approximately $1,945,500,000, or approximately $2,238,000,000 if the underwriters in the Convertible Notes Offering exercise their over-allotment option to purchase additional Notes in full, from the Convertible Notes Offering, in each case after deducting the underwriting discounts and estimated offering expenses payable by us related to such Offering. We intend to use the net proceeds from the Offerings for general corporate purposes.
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Convertible Notes Preliminary Prospectus Supplement. As used in this pricing term sheet, “we,” “our” and “us” refer to AAG. Common Stock Offering Issuer: American Airlines Group Inc. Securities: 74,100,000 shares of common stock, par value $0.01 per share, of American Airlines Group Inc. (the “Common Stock”) (or, if the underwriters of the Common Stock Offering fully exercise their option to purchase additional shares solely to cover over-allotments, 85,215,000 shares of Common Stock) Offering Size: $1,000,350,000, which constitutes an increase of $250,350,000 from the amount to be issued disclosed in the Common Stock Preliminary Prospectus Supplement (or, if the underwriters of the Common Stock Offering fully exercise their option to purchase additional shares, $1,150,402,500) Ticker/Exchange for the Issuer’s Shares: AAL / Nasdaq Global Select Market Last Reported Sale Price per Share of the Common Stock on June 22, 2020: $14.92 Public Offering Price per Share of Common Stock $13.50 Underwriting Discount: $0.43875 per share of Common Stock, and $32,511,375 in the aggregate (or $37,388,081.25 in the aggregate, if the underwriters of the Common Stock Offering fully exercise their option to purchase additional shares of Common Stock) Trade Date: June 23, 2020 Settlement Date: T + 2; June 25, 2020 Use of Proceeds: We estimate that the net proceeds to us from the Common Stock Offering will be approximately $966.8 million (or approximately $1,112.0 million if the underwriters of the Common Stock Offering fully exercise their option to purchase additional shares of Common Stock), after deducting the underwriters’ discounts and commissions and our estimated offering expenses. We intend to use the net proceeds for general corporate purposes and to enhance our liquidity position. Bookrunners: Xxxxxxx Sachs & Co. LLC Citigroup Global Markets Inc. BofA Securities, Inc. X.X. Xxxxxx Securities LLC Barclays Capital Inc. Deutsche Bank Securities, Inc. Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx & Co. LLC SMBC Nikko Securities America, Inc. Co-Managers: BNP Paribas Securities Corp. Credit Agricole Securities (USA) Inc. MUFG Securities Americas Inc. HSBC Securities (USA) Inc. CUSIP / ISIN: CUSIP: 00000X000 / ISIN: US02376R1023 Convertible Notes Offering Issuer: American Airlines Group Inc. Guarantor: American Airlines, Inc. Ticker/Exchange for the Issuer’s Shares: AAL / Nasdaq Global Select Market Securities: 6.50% Convertible Senior Notes due 2025 (the “Notes” and together with the Guarantee, the “Securities”) Size: $...
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Convertible Notes Preliminary Prospectus Supplement. Upon Sea’s giving a notice of tax redemption, a holder may elect not to have its Notes redeemed, in which case such holder would not be entitled to receive the additional amounts referred to in “Description of the Notes—Additional Amounts” in the Convertible Notes Preliminary Prospectus Supplement after the redemption date.
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Convertible Notes Preliminary Prospectus Supplement including the documents incorporated by reference therein, (ii) the preliminary prospectus supplement dated November 14, 2017 relating to the Common Stock Offering (the “Common Stock Preliminary Prospectus Supplement”), including the documents incorporated by reference therein, and (iii) the related base prospectus dated October 13, 2017 (Registration No. 333-220777). Neither the Convertible Notes Offering nor the Common Stock Offering is contingent on the successful completion of the other offering. Terms not defined in this pricing term sheet have the meanings given to such terms in the Convertible Notes Preliminary Prospectus Supplement or the Common Stock Preliminary Prospectus Supplement, as applicable. All references to dollar amounts are references to U.S. dollars. The information in this pricing term sheet supersedes the information in the Convertible Notes Preliminary Prospectus Supplement and the Common Stock Preliminary Prospectus Supplement to the extent inconsistent with the information in the Convertible Notes Preliminary Prospectus Supplement or the Common Stock Preliminary Prospectus Supplement. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Convertible Notes Preliminary Prospectus Supplement and the Common
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Related to Convertible Notes Preliminary Prospectus Supplement

  • Prospectus Supplement The Company shall have filed with the Commission the Prospectus Supplement pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second Business Day following the date of this Agreement.

  • Offering by Underwriters; Free Writing Prospectuses; Preliminary Prospectus and Corrected Supplement (a) It is understood that the Underwriters propose to offer the Registered Certificates for sale to the public, including, without limitation, in and from the State of New York, as set forth in this Agreement, the Time of Sale Information and the Prospectus. It is further understood that the Depositor, in reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Registered Certificates.

  • Preliminary Prospectus No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

  • Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.

  • Filing of Prospectus Supplement The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required hereunder and under the Act; any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

  • Filing of Final Prospectus Supplement The Company will file the Prospectus Supplement (in form and substance satisfactory to the Representative) with the Commission pursuant to the requirements of Rule 424.

  • Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.

  • Preliminary Prospectuses Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

  • Registration Statement; Prospectus The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.

  • Rule 424 Prospectus The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the date the Investor receives the final pre-filing version of such prospectus.

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