American Airlines waives condition in tender for certificates, notes

By Jennifer Chiou

New York, July 11 - American Airlines, Inc. announced that it has waived the "second circuit decision condition" in its tender offers for its 8.625% class A pass-through certificates, series 2011-2, its 10.375% class A pass-through certificates, series 2009-1, and its 13% 2009-2 secured notes due 2016.

The company has also extended the early tender date to 5 p.m. ET on July 12. It was previously 5 p.m. ET on July 10. The deadline for withdrawal of tenders of securities of 5 p.m. ET on July 10 has not been changed.

The offers will still expire at 5 p.m. ET on Aug. 2.

As of June 26, the current aggregate pool balance is $660,371,609 for the 8.625% certificates and $425,148,840 for the 10.375% certificates, and the outstanding principal amount of the 13% notes is $159,036,999.

The company is offering $1,065 per $1,000 outstanding pool balance or principal amount, as applicable, of securities. This includes an early tender payment of $65.00 for each security tendered by the early deadline.

Holders will also receive accrued interest up to but excluding the settlement date.

In addition, if American Airlines receives tenders for more than 50% of the outstanding amount of a series of securities, each holder who tenders securities of that series will receive a majority instruction fee of $5.00 per security.

The company currently expects to repay all securities outstanding after the settlement of the tender offers at a price equal to 100% of the outstanding pool balance or principal amount plus accrued interest.

The tender offers are subject to the following conditions: the approval from the U.S. Bankruptcy Court for the Southern District of New York for the offers will not have been stayed, reversed, modified or vacated; holders of at least 40% of the aggregate outstanding pool balance or principal amount of the securities on a combined basis will have tendered their securities by the expiration date; and American Airlines will have issued new debt financing.

Previously, one of the conditions was that the U.S. Court of Appeals for the Second Circuit will not have issued any decision, judgment or other order in U.S. Bank Trust NA, et al. v. American Airlines, et al., Nos. 13-1204, 13-1207, 13-1208 prior to the time at which American Airlines enters into a binding commitment for the issuance of new debt financing. This condition has now been lifted.

The dealer managers are Deutsche Bank Securities Inc. (866 627-0391 or 212 250-2955) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057). D.F. King & Co., Inc. (800 290-6429) is the tender agent and information agent.

American Airlines is the principal operating subsidiary of Fort Worth, Texas-based AMR Corp. It launched the offers on June 26.

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