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): August 16, 2010
CONTINENTAL AIRLINES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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| 1-10323
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74-2099724 |
| (Commission File Number)
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(IRS Employer Identification No.) |
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| 1600 Smith Street, Dept. HQSEO, Houston, Texas
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77002 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(713) 324-2950
(Registrant’s Telephone Number, Including Area Code)
(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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On August 18, 2010, Continental Airlines, Inc. (“Continental”) completed its previously
announced private offering of $800,000,000 aggregate principal amount of 6.750% Senior Secured
Notes due 2015 (the “Senior Secured Notes”). The Senior Secured Notes were sold only to qualified
institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities
Act.
The Senior Secured Notes were issued under an Indenture, dated as of August 18, 2010 (the
“Indenture”), among Continental, Continental’s wholly-owned subsidiaries Air Micronesia, Inc.
(“AMI”) and Continental Micronesia, Inc. (“CMI”), as guarantors (the “Guarantors”), The Bank of New
York Mellon Trust Company, N.A., as trustee (the “Trustee”), and Wilmington Trust FSB, as
collateral trustee (the “Collateral Trustee”).
The Senior Secured Notes will mature on September 15, 2015. The Senior Secured Notes bear
interest at a rate of 6.750% per annum, payable semi-annually on March 15 and September 15 of each
year, beginning March 15, 2011. The indebtedness evidenced by the Senior Secured Notes may be
accelerated upon the occurrence of events of default under the Indenture which are customary for
financings of this nature. The Senior Secured Notes will be senior secured obligations of
Continental, unconditionally guaranteed on a senior secured basis by the Guarantors. The Senior
Secured Notes are secured by Continental’s route authority to operate between (i) Newark and Tokyo,
Japan, (ii) Houston and Tokyo, Japan, (iii) Newark and Hong Kong, China, (iv) Newark and Beijing,
China, (v) Newark and Shanghai, China, (vi) Newark and London, England and (vii) Houston and
London, England, certain of Continental’s airport takeoff and landing slots and rights to use and
occupy space at airports utilized in connection with the foregoing routes, the capital stock of AMI
and CMI and substantially all of the assets of AMI and CMI.
Continental, at its option, may redeem some or all of the Senior Secured Notes at any time on
or after September 15, 2012 at specified redemption prices, plus accrued and unpaid interest, if
any. In addition, at any time prior to September 15, 2012, Continental, at its option, may redeem:
(1) some or all of the Senior Secured Notes at a redemption price equal to 100% of their principal
amount plus a “make-whole” premium and accrued and unpaid interest, if any, and (2) up to 35% of
the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity
offerings at a redemption price of 106.750% of their principal amount, plus accrued and unpaid
interest, if any. In addition, at any time prior to September 15, 2014, Continental, at its option,
may redeem, during any 12-month period, up to 10% of the original aggregate principal amount of the
Senior Secured Notes at a redemption price of 103% of their principal amount, plus accrued and
unpaid interest, if any.
A copy of the Indenture is filed herewith as Exhibit 4.1 and incorporated by reference herein.
The form of the Senior Secured Notes issued pursuant to the Indenture is filed herewith as Exhibit
4.2, and the terms and conditions thereof are incorporated by reference herein. The foregoing
descriptions of the Indenture and the Senior Secured Notes are qualified in their entirety by
reference to such exhibits.
Item 1.02. Termination of a Material Definitive Agreement.
On August 16, 2010, Continental and CMI repaid the outstanding loans under the Amended and
Restated Credit and Guaranty Agreement dated as of August 3, 2006, among Continental, CMI and AMI,
each of the lenders signatory thereto and Wilmington Trust FSB, as the Administrative Agent (the
“Credit Agreement”), in the aggregate principal amount of $350,000,000. As a result, the Credit
Agreement and related security agreements were terminated. The collateral released as a result of
such termination was subsequently encumbered as security for the Senior Secured Notes under the
Indenture (see Item 1.01).
Item 2.03. Creation of Direct Financial Obligation.
See Item 1.01.
Item 9.01. Financial Statements and Exhibits.
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4.1 |
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Indenture, dated as of August 18, 2010, among
Continental Airlines, Inc., Air Micronesia, Inc., Continental
Micronesia, Inc., The Bank of New York Mellon Trust Company, N.A., as
trustee, and Wilmington Trust FSB, as collateral trustee. |
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4.2 |
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Form of 6.750% Senior Secured Note due 2015
(included in Exhibit 4.1, as Exhibit A thereto). |