ITEM 8.01. OTHER EVENTS.
As previously disclosed, on April 20, 2020 (the "PSP Closing Date"), American
Airlines, Inc., Envoy Air Inc., Piedmont Airlines, Inc. and PSA Airlines, Inc.,
each a wholly-owned subsidiary of American Airlines Group Inc. (the "Company"),
entered into a Payroll Support Program Agreement (the "PSP Agreement") with the
United States Department of the Treasury ("Treasury"), with respect to the
payroll support program under the Coronavirus Aid, Relief, and Economic Security
Act. In connection with the Company's entry into the PSP Agreement, on the PSP
Closing Date, it entered into a Warrant Agreement (the "Warrant Agreement") with
Pursuant to the PSP Agreement, Treasury initially provided us with financial
assistance in the aggregate amount of approximately $5,815 million in
installments on the PSP Closing Date, May 29, 2020, June 30, 2020 and July 30,
2020 (collectively, the "Original PSP Support"). On September 30, 2020, Treasury
provided us with additional financial assistance in the amount of approximately
$168 million (the "Additional PSP Support"). As partial compensation to the U.S.
Government for the provision of the Original PSP Support and the Additional PSP
Support, the Company issued warrants (the "Warrants") to purchase up to
14,107,509 shares (the "Warrant Shares") of the Company's common stock, par
value $0.01 per share, to Treasury pursuant to the Warrant Agreement. On
August 28, 2020, the Company filed a prospectus supplement (the "Original
Prospectus Supplement") to register the resale of the Warrants and Warrant
Shares issued in connection with the Company's receipt of the Original PSP
On November 25, 2020, the Company filed a prospectus supplement (the "November
Prospectus Supplement") to its automatic shelf registration statement on Form
filed with the Securities and Exchange Commission under the Securities Act of
1933. The November Prospectus Supplement amends and restates the Original
Prospectus Supplement to register the resale of the full amount of the Warrants
and Warrant Shares of which 13,703,876 shares and 403,633 shares were issued in
connection with the Company's receipt of the Original PSP Support and the
Additional PSP Support, respectively. The November Prospectus Supplement may be
used by Treasury or certain of its assigns identified therein to resell the
Warrants or Warrant Shares. The Company will not receive any proceeds from the
sale of the Warrants or Warrant Shares.
The Company is filing this report to provide the legal opinion of Latham &
Watkins LLP as to the legality of the issuance and sale of the Warrants and
Warrant Shares, which opinion is attached hereto as Exhibit 5.1 and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
5.1 Opinion of Latham & Watkins LLP.
23.1 Consent of Latham & Watkins LLP (included in its opinion filed
as Exhibit 5.1).
104.1 Cover page interactive data file (embedded within the Inline XBRL
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