Alaska Air Group Announces Pricing of Senior Notes Offering
SEATTLE - Alaska Air Group, Inc. (the "Company") today announced the pricing of the previously announced private offering (the "Offering") of $500 million aggregate principal amount of 6.5% senior notes due 2031 (the "Notes") by Alaska Airlines, Inc. ("Alaska"). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company.
The Company also announced that its indirect wholly owned subsidiary, AS Mileage Plan IP Ltd. ("Loyalty Issuer"), expects to incur a new incremental tranche of $500 million senior secured term loans (the "Incremental Term Loan Facility" and, together with the Notes, the "Financings") under the Term Loan Credit and Guaranty Agreement, dated as of October 15, 2024 (the "Existing Term Loan Facility").
Alaska intends to close the Financings on or about May 12, 2026, subject to the satisfaction of customary conditions. Alaska intends to use the borrowings under the Incremental Term Loan Facility, after deducting fees and expenses payable by the Company, (i) to fund the reserve account for the Incremental Term Loan Facility and (ii) to fund a collection account, and the proceeds deposited into the collection account will be used to make an intercompany loan to Alaska on the closing date of the Offering (the "Intercompany Loan"). Alaska intends to use the proceeds from the Intercompany Loan and the Offering for general corporate purposes.
The Incremental Term Loan Facility will be (i) fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by Alaska and AS Mileage Plan Holdings Ltd. and on an unsecured basis by the Company (together, the "Guarantors") and (ii) secured, on a senior, first-priority basis by the Guarantors' right, title and interest in certain collateral associated with Alaska's customer loyalty program, Atmos Rewards, which also secures Loyalty Issuer's existing $625 million 5.021% senior secured notes due 2029 and the $625 million 5.308% senior
secured notes due 2031 (collectively, the "Loyalty Notes"). The Incremental Term Loan Facility will be secured on an equal and ratable basis with the Existing Term Loan Facility and the Loyalty Notes and will rank pari passu in right of payment with the Existing Term Loan Facility and the Loyalty Notes.