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UNITED STATES
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
Date of Report (Date of earliest event reported): November 25, 2020
 
 
AMERICAN AIRLINES GROUP INC.
AMERICAN AIRLINES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
Delaware
 
1-8400
1-2691
 
75-1825172
13-1502798
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1 Skyview Drive, Fort Worth, Texas
1 Skyview Drive, Fort Worth, Texas
 
76155
76155
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:
(817)
963-1234
(817)
963-1234
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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $0.01 par value per share
 
AAL
 
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2
of the Securities Exchange Act of 1934.
 
     Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 

ITEM 8.01.
OTHER EVENTS.
As previously disclosed, on April 20, 2020 (the “PSP Closing Date”), American Airlines, Inc., Envoy Air Inc., Piedmont Airlines, Inc. and PSA Airlines, Inc., each a wholly-owned subsidiary of American Airlines Group Inc. (the “Company”), entered into a Payroll Support Program Agreement (the “PSP Agreement”) with the United States Department of the Treasury (“Treasury”), with respect to the payroll support program under the Coronavirus Aid, Relief, and Economic Security Act. In connection with the Company’s entry into the PSP Agreement, on the PSP Closing Date, it entered into a Warrant Agreement (the “Warrant Agreement”) with Treasury.
Pursuant to the PSP Agreement, Treasury initially provided us with financial assistance in the aggregate amount of approximately $5,815 million in installments on the PSP Closing Date, May 29, 2020, June 30, 2020 and July 30, 2020 (collectively, the “Original PSP Support”). On September 30, 2020, Treasury provided us with additional financial assistance in the amount of approximately $168 million (the “Additional PSP Support”). As partial compensation to the U.S. Government for the provision of the Original PSP Support and the Additional PSP Support, the Company issued warrants (the “Warrants”) to purchase up to 14,107,509 shares (the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share, to Treasury pursuant to the Warrant Agreement. On August 28, 2020, the Company filed a prospectus supplement (the “Original Prospectus Supplement”) to register the resale of the Warrants and Warrant Shares issued in connection with the Company’s receipt of the Original PSP Support.
On November 25, 2020, the Company filed a prospectus supplement (the “November Prospectus Supplement”) to its automatic shelf registration statement on Form
S-3
(File
No. 333-236503)
filed with the Securities and Exchange Commission under the Securities Act of 1933. The November Prospectus Supplement amends and restates the Original Prospectus Supplement to register the resale of the full amount of the Warrants and Warrant Shares of which 13,703,876 shares and 403,633 shares were issued in connection with the Company’s receipt of the Original PSP Support and the Additional PSP Support, respectively. The November Prospectus Supplement may be used by Treasury or certain of its assigns identified therein to resell the Warrants or Warrant Shares. The Company will not receive any proceeds from the sale of the Warrants or Warrant Shares.
The Company is filing this report to provide the legal opinion of Latham & Watkins LLP as to the legality of the issuance and sale of the Warrants and Warrant Shares, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
 
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
 
Exhibit No.
  
Description
    5.1    Opinion of Latham & Watkins LLP.
  23.1    Consent of Latham & Watkins LLP (included in its opinion filed as Exhibit 5.1).
104.1    Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
AMERICAN AIRLINES GROUP INC.
Date: November 25, 2020     By:  
/s/ Derek J. Kerr
      Derek J. Kerr
      Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
AMERICAN AIRLINES, INC.
Date: November 25, 2020     By:  
/s/ Derek J. Kerr
      Derek J. Kerr
      Executive Vice President and Chief Financial Officer