United Airlines 8-KOther Events

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 20, 2023

UNITED AIRLINES HOLDINGS, INC.

UNITED AIRLINES, INC.

(Exact name of registrant as specified in its charter)

(872) 825-4000

(872) 825-4000

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:

Securities registered pursuant to Section 12(b) of the Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

true 

As previously reported, (i) on April 20, 2020, United Airlines Holdings, Inc. (“UAL” and, together with United Airlines, Inc., the “Company”) entered into a warrant agreement with the United States Department of the Treasury (“Treasury”) in connection with the Payroll Support Program established under the Coronavirus Aid, Relief, and Economic Security Act (the “PSP Warrant Agreement”), (ii) on September 28, 2020, UAL entered into a warrant agreement with Treasury in connection with the Loan Program established under Section 4003(b) of the Coronavirus Aid, Relief, and Economic Security Act (the “Loan Warrant Agreement”), (iii) on January 15, 2021, UAL entered into a warrant agreement with Treasury in connection with the Coronavirus Aid, Relief, and Economic Security Act, as extended by the Consolidated Appropriations Act, 2021 (the “PSP2 Warrant Agreement”) and (iv) on April 29, 2021, UAL entered into a warrant agreement with Treasury in connection with the Payroll Support Program established under Section 7301 of the American Rescue Plan Act of 2021 (the “PSP3 Warrant Agreement” and together with the PSP Warrant Agreement, the PSP2 Warrant Agreement and the Loan Warrant Agreement, the “Warrant Agreements”). Pursuant to (i) the PSP Warrant Agreement, UAL has issued to Treasury warrants to purchase up to 4,763,841 shares of common stock (the “PSP Warrants”), (ii) the Loan Warrant Agreement, UAL has issued to Treasury warrants to purchase up to 1,650,794 shares of common stock (the “Loan Warrants”), (iii) the PSP2 Warrant Agreement, UAL has issued to Treasury warrants to purchase up to 2,011,924 shares of common stock (the “PSP2 Warrants”) and (iv) the PSP3 Warrant Agreement, UAL has issued to Treasury warrants to purchase up to 1,501,790 shares of common stock (the “PSP3 Warrants” and together with the PSP Warrants, the PSP2 Warrants and the Loan Warrants, the “Warrants”). Each Warrant Agreement entitles Treasury to customary registration rights.

On the date hereof, the Company filed a shelf registration statement on Form S-3 (File No. 333-275664), which provides for the sale of securities, including shares of common stock and warrants of UAL, from time to time by the Company and selling security holders who may be named in a prospectus supplement. Also on the date hereof, in satisfaction of the registration rights granted to Treasury under the Warrant Agreements, UAL filed a prospectus supplement providing for the resale of the Warrants by one or more selling security holders from time to time, as well as the resale of up to 9,928,349 shares of common stock issuable upon exercise of such Warrants (collectively, the “Securities”).

Sidley Austin LLP, counsel to UAL, has issued a legal opinion relating to the Securities. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The foregoing descriptions of the Warrant Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of each of the PSP Warrant Agreement filed herewith as Exhibit 4.1, the Form of PSP Warrant filed herewith as Exhibit 4.2, the Loan Warrant Agreement filed herewith as Exhibit 4.3, the Form of Loan Warrant filed herewith as Exhibit 4.4, the PSP2 Warrant Agreement filed herewith as Exhibit 4.5, the Form of PSP2 Warrant filed herewith as Exhibit 4.6, the PSP3 Warrant Agreement filed herewith as Exhibit 4.7 and the Form of PSP3 Warrant filed herewith as Exhibit 4.8, each of which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.