Alaska Air Group Announces Proposed Senior Secured Notes Offering

Summary

Alaska Air Group, Inc. (the "Company") today announced that it has launched a private offering (the "Offering") of senior secured notes due 2029 and senior secured notes due 2031 (together, the "Notes") by AS Mileage Plan IP Ltd. ("Loyalty Issuer"), an exempted company incorporated with limited liability under the laws of the Cayman Islands and an indirect, wholly-owned subsidiary of the Company.

The Notes will be (i) fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by Alaska Airlines, Inc. ("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' (other than the Company) right, title and interest in certain collateral associated with Alaska's customer loyalty program, Alaska Airlines Mileage Plan™.

Loyalty Issuer intends to use the net proceeds received from the Offering, together with borrowings under a loyalty term loan facility, in each case, after deducting fees and expenses payable by the Company, (i) to fund the reserve account for the Notes and the loyalty 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 (i) to redeem certain outstanding debt acquired or assumed in the merger of the Company with Hawaiian Airlines pursuant to the Agreement and Plan of Merger dated as of December 2, 2023, including to redeem Hawaiian's 11.000% senior secured notes due 2029 at par and its 5.750% senior secured notes due 2026, and (ii) for general corporate purposes and to support its liquidity position.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction. The Notes are being offered only to persons reasonably believed to be "qualified institutional buyers" in an offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States in reliance on Regulation S under the Securities Act. The Notes proposed to be offered will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act or any applicable state securities laws.

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