ITEM 7.01. Regulation FD Disclosure
Private offering of Enhanced Equipment Trust Certificates
On June 23, 2020, Alaska Air Group, Inc. (the Company) increased in size from an
aggregate face amount of $674,244,000 to an aggregate face amount $965,772,000
and priced its previously announced private offering of Alaska Air Class A Pass
Through Certificates, Series 2020-1A (the "Class A Certificates"), through its
wholly-owned subsidiaries, Alaska Airlines, Inc. ("Alaska Airlines") and Horizon
Air Industries, Inc. ("Horizon", and, together with Alaska Airlines, the
"Issuers"). The Class A Certificates will have an interest rate of 4.800% per
annum and a final expected distribution date of August 15, 2027. The offering is
expected to close on July 2, 2020, subject to customary closing conditions.
The Class A Certificates will represent an interest in the assets of a pass
through trust, which will hold certain equipment notes to be issued by the
Issuers. Such equipment notes are expected to be secured by 26 Boeing 737-890
aircraft, each delivered new to Alaska Airlines from January 2007 to June 2010,
16 Boeing 737-990ER aircraft, each delivered new to Alaska Airlines from
February 2016 to March 2019, and 19 Embraer E175 LR aircraft, each delivered new
to Horizon from June 2017 to December 2018. The Issuers will use the proceeds
from the issuance of the equipment notes with respect to such aircraft for
general corporate purposes and to pay fees and expenses relating to this
offering. The payment obligations of the Issuers under the equipment notes
acquired by the pass through trust for the Class A Certificates will be fully
and unconditionally guaranteed by the Company. In addition, Alaska Airlines will
provide a guarantee of the payment obligations of Horizon under the equipment
notes issued by Horizon held by the pass through trust for the Class A
Certificates, and Horizon will also provide a guarantee of the payment
obligations of Alaska Airlines under the equipment notes issued by Alaska
Airlines held by the pass through trust for the Class A Certificates.
The offer and sale of the Class A Certificates have not been, and the Class A
Certificates will not be, registered under the Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any other
jurisdiction. Offers and sales of the Class A Certificates will be made only to
investors reasonably believed to be qualified institutional buyers in reliance
on Rule 144A under the Securities Act and certain non-U.S. persons in
transactions outside the United States in reliance on Regulation S under the
Securities Act.
This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any offer or sale of the Class A
Certificates in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any jurisdiction.
This Form 8-K may contain forward-looking statements subject to the safe harbor
protection provided by Section 27A of the Securities Act, Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995. These statements relate to future events and
involve known and unknown risks and uncertainties that may cause actual outcomes
to be materially different from those indicated by any forward-looking
statements. For a comprehensive discussion of potential risk factors, see Item
1A of the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2019,
the Company's Quarterly Report on Form 10-Q for the year ended March 31, 2020,
as amended, as well as in other documents filed by the Company with the SEC
after the date thereof. Some of these risks include the risks associated with
contagious illnesses and contagion, such as COVID-19, general economic
conditions, increases in operating costs including fuel, competition, labor
costs and relations, our indebtedness, inability to meet cost reduction goals,
seasonal fluctuations in our financial results, an aircraft accident, changes in
laws and regulations, and risks inherent in the achievement of anticipated
synergies and the timing thereof in connection with the acquisition of Virgin
America. All of the forward-looking statements are qualified in their entirety
by reference to the risk factors discussed therein. We operate in a continually
changing business environment, and new risk factors emerge from time to time.
Management cannot predict such new risk factors, nor can it assess the impact,
if any, of such new risk factors on our business or events described in any
forward-looking statements. We expressly disclaim any obligation to publicly
update or revise any forward-looking statements after the date of this report to
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conform them to actual results. Over time, our actual results, performance or
achievements will likely differ from the anticipated results, performance, or
achievements that are expressed or implied by our forward-looking statements,
and such differences might be significant and materially adverse.
In accordance with General Instruction B.2 of Form 8-K, the information under
this item shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act, except as
shall be expressly set forth by specific reference in such a filing. This report
will not be deemed an admission as to the materiality of any information
required to be disclosed solely to satisfy the requirements of Regulation FD.
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ALASKA AIR GROUP, INC. 
