UAL Announces Proposed Public Offering of Common Stock - United Hub

UAL Announces Proposed Public Offering of Common Stock

April 21, 2020

CHICAGO, April 21, 2020 /PRNewswire/ -- United Airlines Holdings, Inc. (NASDAQ:UAL) today announced an underwritten public offering of 39,250,000 shares of its common stock, subject to market conditions and other factors. Morgan Stanley and Barclays are acting as the underwriters of the offering. The Company has also granted to the underwriters a 30-day option to purchase up to 3,925,000 additional shares. The proceeds from the offering will be used for general corporate purposes.

A registration statement (including prospectus) relating to these securities was filed with the Securities and Exchange Commission (the "SEC") and became effective upon filing. Information about the offering is available in the preliminary prospectus supplement filed by the Company with the SEC today at www.sec.gov. Before investing, please read the prospectus in that registration statement and other documents UAL has filed with the SEC for more complete information about UAL and the offering. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Barclaysprospectus@broadridge.com, telephone: (888) 603-5847 or Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department.

The offering of these securities is being made solely by means of a prospectus supplement and the accompanying prospectus. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Additional Information for Investors

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About United

United's shared purpose is "Connecting People. Uniting the World." We are more focused than ever on our commitment to customers through a series of innovations and improvements designed to help build a great experience: Every customer. Every flight. Every day. In 2019, United and United Express operated more than 1.7 million flights carrying more than 162 million customers. United is proud to have the world's most comprehensive route network, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C. United operates 791 mainline aircraft and the airline's United Express partners operate 581 regional aircraft. United is a founding member of Star Alliance, which provides service to 195 countries via 26 member airlines. For more information, visit united.com, follow @United on Twitter and Instagram or connect on Facebook. The common stock of United's parent, United Airlines Holdings, Inc., is traded on the Nasdaq under the symbol "UAL".

Safe Harbor Statement

Certain statements in this release are forward-looking and thus reflect the Company's current expectations and beliefs with respect to certain current and future events, including the anticipated offering of common stock. Such forward-looking statements are and will be subject to many risks and uncertainties relating to the Company's operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward-looking statements. Words such as "expects," "will," "plans," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this release are based upon information available to the Company on the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law.

The Company's actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: the existing global COVID-19 pandemic and the outbreak of any other disease or similar public health threat that affects travel demand or travel behavior; the final terms of borrowing pursuant to the Loan Program under the CARES Act, if any, and of the grant and promissory note through the Payroll Support Program under the CARES Act; the costs and availability of financing; the Company's ability to maintain adequate liquidity; the Company's ability to comply with the terms of its various financing arrangements; the Company's ability to execute its strategic operating plan, including its growth, revenue-generating and cost-control initiatives; general economic conditions (including interest rates, foreign currency exchange rates, investment or credit market conditions, crude oil prices, costs of aircraft fuel and energy refining capacity in relevant markets); risks of doing business globally, including instability and political developments that may impact its operations in certain countries; demand for travel and the impact that global economic and political conditions have on customer travel patterns; the Company's capacity decisions and the capacity decisions of its competitors; competitive pressures on pricing and on demand; changes in aircraft fuel prices; disruptions in the Company's supply of aircraft fuel; the Company's ability to cost-effectively hedge against increases in the price of aircraft fuel, if it decides to do so; the effects of any technology failures, cybersecurity or significant data breaches; disruptions to services provided by third-party service providers; potential reputational or other impact from adverse events involving the Company's aircraft or operations, the aircraft or operations of its regional carriers or its code share partners or the aircraft or operations of another airline; the Company's ability to attract and retain customers; the effects of any terrorist attacks, international hostilities or other security events, or the fear of such events; the mandatory grounding of aircraft in the Company's fleet; disruptions to the Company's regional network; the impact of regulatory, investigative and legal proceedings and legal compliance risks; the success of the Company's investments in other airlines, including in other parts of the world; industry consolidation or changes in airline alliances; the ability of other air carriers with whom the Company has alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; costs associated with any modification or termination of the Company's aircraft orders; disruptions in the availability of aircraft, parts or support from its suppliers; the Company's ability to maintain satisfactory labor relations and the results of any collective bargaining agreement process with its union groups; any disruptions to operations due to any potential actions by the Company's labor groups; labor costs; the impact of any management changes; extended interruptions or disruptions in service at major airports where the Company operates; U.S. or foreign governmental legislation, regulation and other actions (including Open Skies agreements, environmental regulations and the United Kingdom's withdrawal from the European Union); the seasonality of the airline industry; weather conditions; the costs and availability of aviation and other insurance; the Company's ability to realize the full value of its intangible assets and long-lived assets; any impact to the Company's reputation or brand image and other risks and uncertainties set forth under Part I, Item 1A., "Risk Factors," of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as well as other risks and uncertainties set forth from time to time in the reports it files with the SEC.

For further information: United Airlines Worldwide Media Relations, 872-825-8640, media.relations@united.com

United Launches Industry-Exclusive Technology to Ease the Burden of COVID-19 Travel Restrictions

United's "Travel-Ready Center" will allow customers to upload and validate test results, review local entry requirements, find testing providers, and store vaccination records - all in the United app and United.com
January 25, 2021

CHICAGO, Jan. 25, 2021 /PRNewswire/ -- United Airlines today launched the "Travel-Ready Center" - a new, digital solution where customers can review COVID-19 entry requirements, find local testing options and upload any required testing and vaccination records for domestic and international travel, all in one place. United is the first airline to integrate all these features into its mobile app and website.

"While pre-travel testing and documentation are key to safely reopening global travel, we know it can be confusing for customers when they're preparing for a flight," said Linda Jojo, Executive Vice President for Technology and Chief Digital Officer, United. "Starting today, our 'Travel-Ready Center' gives customers a personalized, step-by-step guide of what is needed for their trip, a simple way to upload required documents and quickly get their boarding pass, fully integrated within our app and website."


United Announces 2020 Financial Results: 2021 Will Focus On Transition To Recovery; Expects To Exceed 2019 Adjusted EBITDA Margin By 2023*

Company continues to improve core cash burn in the face of continued COVID-19 headwinds; sharpens focus to prepare for recovery
January 20, 2021

CHICAGO, Jan. 20, 2021 /PRNewswire/ -- United Airlines (UAL) today announced fourth-quarter and full-year 2020 financial results. The company continues its efforts to lead the industry as it manages the most disruptive crisis in aviation history.

Doreen Burse Named Worldwide Sales SVP

January 19, 2021

CHICAGO, Jan. 19, 2021 /PRNewswire/ -- United Airlines today announced that the carrier has named Doreen Burse senior vice president of Worldwide Sales. Burse brings to the company more than 30 years of sales expertise from the hospitality industry.

United Airlines Receives Hospital-Grade Certification for Cleaning and Safety

United is the first of the four largest U.S airlines to be certified Diamond by the Airline Passenger Experience Association (APEX) and SimpliFlying
January 12, 2021

CHICAGO, Jan. 12, 2021 /PRNewswire/ -- Today, United Airlines was recognized by the Airline Passenger Experience Association (APEX) and SimpliFlying for providing a hospital-grade standard of cleanliness and safety during the travel journey. United is the first airline among the four largest U.S. carriers to receive the highest possible certification - Diamond - in the new APEX Health Safety audit powered by SimpliFlying. This new scientifically-based certification is designed to create a recognized, global standard for health and safety across the aviation industry.

United to Hold Webcast of Fourth-Quarter and Full-Year 2020 Financial Results

January 06, 2021

CHICAGO, Jan. 6, 2021 /PRNewswire/ -- United Airlines will hold a conference call to discuss fourth-quarter and full-year 2020 financial results on Thursday, January 21 at 9:30 a.m. CT/10:30 a.m. ET. A live, listen-only webcast of the conference call will be available at ir.united.com. The company will issue its fourth-quarter and full-year 2020 financial results after market close on Wednesday, January 20.

A Message From Scott Kirby and Brett Hart

December 21, 2020

CHICAGO, Dec. 21, 2020 /PRNewswire/ -- J. Scott Kirby, Chief Executive Officer, and Brett Hart, President, today issued the following message to all United Airlines (NASDAQ: UAL) employees:

United Team:

We're writing today with some really good news: the Administration and Congress have come together in a bipartisan way on a relief bill that includes several items, including an extension of the Payroll Support Program (PSP) for the airlines.

United Named Best Overall Airline in the World by Global Traveler Readers

United received ten awards including Best Overall Airline, Airline of the year and Best Overall Frequent-Flyer Program

December 17, 2020

CHICAGO, Dec. 17, 2020 – Readers from Global Traveler, a publication written for business and luxury travelers, named United Airlines the Best Overall Airline in the World as part of this year's GT Trusted Reader Survey. Additionally, a select panel of Global Traveler employees and Advisory Board members named United Airline of the Year, an honor which is based on on-time arrivals and departures, safety, brand image and more. And for the 17th consecutive year, MileagePlus® was named best Loyalty Program by Global Traveler readers. The airline earned top scores from readers in ten categories across FXExpress Publications, Inc. awards, which include Global Traveler, The Trazees and the Wherever Awards.

United and CDC Work Together on Contact Tracing Initiative for All International and Domestic Flights

Program designed to collect detailed, real-time information that will better support CDC efforts to curb the spread of COVID-19
December 16, 2020

CHICAGO, Dec. 16, 2020 /PRNewswire/ -- United Airlines with the support of the Centers for Disease Control and Prevention (CDC) today announced a program to collect customer contact information for all international and domestic flights. During the check-in process, United customers will be prompted to voluntarily opt-in and provide contact information such as an email address, phone numbers and an address of where they will be once they reach their destination, details that were previously difficult for the CDC to obtain in real-time. This effort represents the airline industry's most comprehensive public health contact information collection program to date and the immediate access to the data will better support the CDC's efforts to curb the spread of COVID-19 in the United States and around the world.

United Makes Bold Environmental Commitment Unmatched by Any Airline; Pledges 100% Green by Reducing Greenhouse Gas Emissions 100% by 2050

United will meet this ambitious goal by making industry-leading investments in new technology and sustainable fuels - not from buying carbon offsets
December 10, 2020

CHICAGO, Dec. 10, 2020 /PRNewswire/ -- United Airlines today is taking its most ambitious step yet in leading the fight against climate change: pledging to become 100% green by reducing its greenhouse gas (GHG) emissions by 100% by 2050. United, which in 2018 became the first U.S. airline to commit to reducing its GHG emissions by 50% by 2050, will advance towards carbon neutrality by committing to a multimillion-dollar investment in revolutionary atmospheric carbon capture technology known as Direct Air Capture – rather than indirect measures like carbon-offsetting – in addition to continuing to invest in the development and use of sustainable aviation fuel (SAF). With this unprecedented announcement, United becomes the first airline in the world to announce a commitment to invest in Direct Air Capture technology.

United Launches Virtual, On Demand Customer Service at the Airport

New "Agent on Demand" platform gives customers live, fast, contactless access to information and assistance at all U.S. hubs;
December 08, 2020

CHICAGO, Dec. 8, 2020 /PRNewswire/ -- United passengers will soon have access to virtual, on demand customer service at the airline's hubs, giving people an easy, contact-free option to get real-time information and support. Customers can access "Agent on Demand" on any mobile device to call, text or video chat live with an agent and get answers on everything from seat assignments to boarding times. Agent on Demand is currently available at Chicago O'Hare and Houston's George Bush International Airports and is rolling out to United's hubs by end of year.

United Adopts Tax Benefits Preservation Plan To Protect Valuable Tax Assets

Preserving long-term stockholder value by adopting a rights plan intended to protect tax assets Rights plan in effect immediately; will be submitted for stockholder ratification at 2021 annual meeting
December 04, 2020

CHICAGO, Dec. 4, 2020 /PRNewswire/ -- United Airlines Holdings, Inc. ("UAL" and, together with its consolidated subsidiaries, the "Company") today announced that its Board of Directors has unanimously adopted a tax benefits preservation plan (the Plan) to preserve and protect the Company's ability to use its large net operating loss carryforwards (NOLs) and other tax assets under Section 382 of the Internal Revenue Code (the Code). The Plan is similar to plans adopted by other companies with significant NOLs.

As of Sept.30, 2020, UAL reported consolidated federal NOLs of approximately $8.2 billion. These NOLs, which have increased significantly in recent months, are available to reduce the Company's future federal income tax expense and represent significant value to the Company. The purpose of the Plan is to protect the Company's ability to use these tax assets, which would be substantially limited if the Company experienced an "ownership change" within the meaning of Section 382 of the Code. Generally, an "ownership change" occurs if the percentage of UAL's stock owned by one or more of its "5-percent shareholders" (as such term is defined in Section 382 of the Code) increases by more than 50 percentage points over a rolling three-year period. 

In light of the volatility and decline in the market price of UAL's common stock resulting from the sharp decline in demand for air travel caused by the COVID-19 pandemic and other macroeconomic factors and in light of potential transactions involving the sale or issuance of UAL common stock, UAL's Board of Directors determined to adopt the Plan to prevent an inadvertent impairment of the Company's NOLs.

Pursuant to the Plan, UAL will issue, by means of a dividend, one preferred share purchase right for each outstanding share of UAL common stock to stockholders of record at the close of business on December 14, 2020. Stockholders are not required to take any action to receive the rights. Initially, these rights will not be exercisable and will trade with, and be represented by, the shares of UAL common stock.

UAL intends to submit the Plan to a vote of its stockholders at its 2021 annual meeting.  The Plan will expire on the first business day following the certification of the voting results for UAL's 2021 annual meeting, unless UAL's stockholders ratify the Plan at such meeting, in which case the Plan will continue in effect until Dec. 4, 2023, unless terminated earlier in accordance with its terms.

Under the Plan, the rights generally become exercisable only if a person or group (an "acquiring person") acquires beneficial ownership of 4.9% or more of the outstanding shares of UAL common stock in a transaction not approved by the Board. In that situation, each holder of a right (other than the acquiring person, whose rights will become void and will not be exercisable) will be entitled to purchase, at the then-current exercise price, additional shares of UAL common stock at a 50% discount. The Board, at its option, may exchange each right (other than rights owned by the acquiring person that have become void) in whole or in part, at an exchange ratio of one share of UAL common stock per outstanding right, subject to adjustment. Except as provided in the Plan, the Board is entitled to redeem the rights at $0.001 per right.

If a person or group beneficially owns 4.9% or more of the outstanding shares of UAL common stock prior to today's announcement of the Plan, then that person's or group's existing ownership percentage will be grandfathered. However, grandfathered shareholders will generally not be permitted to acquire any additional shares. 

Additional information regarding the Plan will be contained in a Current Report on Form 8-K to be filed by UAL with the U.S. Securities and Exchange Commission.

Sidley Austin LLP is acting as legal counsel to UAL.

About United

United's shared purpose is "Connecting People. Uniting the World." For more information, visit united.com, follow @United on Twitter and Instagram or connect on Facebook. The common stock of UAL is traded on the Nasdaq under the symbol "UAL".

 

SOURCE United Airlines

For further information: United Airlines Worldwide Media Relations, 872.825.8640, media.relations@united.com

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