Hawaiian Airlines, Inc., a wholly owned subsidiary of Hawaiian Holdings, Inc., today announced the launch of an unregistered offering of $800 million in aggregate principal amount of Senior Secured Notes due 2026 (the “Notes”) by two newly-formed subsidiary Issuers (as defined below), subject to market and other conditions.
The Notes will be offered by Hawaiian Brand Intellectual Property, Ltd., an indirect wholly-owned subsidiary of the Company (the “Brand Issuer”), and HawaiianMiles Loyalty, Ltd., an indirect wholly-owned subsidiary of the Company (the “Loyalty Issuer” and, together with the Brand Issuer, the “Issuers”).
The Issuers intend to lend the net proceeds from the offering of the Notes to the Company, after depositing a portion of such proceeds in a reserve account. The final terms and amounts of the Notes are subject to market and other conditions and may be materially different than expectations.
The Notes are guaranteed by the Company, Hawaiian Holdings, Inc., and certain subsidiaries of the Company. The Notes will be secured by, among other things, (a) a first priority lien on the core assets of the Company’s HawaiianMiles loyalty program (including the intellectual property required or necessary to operate the loyalty program) and (b) substantially all of the Company’s other brand intellectual property.
The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers, as defined in, and in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any other securities laws of any jurisdiction and will not have the benefit of any exchange offer or other registration rights. The Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.