Alaska Air Group Announces Pricing of Upsized Senior Secured Notes Offering

Summary

Alaska Air Group, Inc. (the "Company") today announced the pricing of the previously announced private offering (the "Offering") of (i) $625 million aggregate principal amount of 5.021% Senior Secured Notes due 2029 and $625 million aggregate principal amount of 5.308% Senior Secured Notes due 2031 (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 and (ii) $750 million senior secured Term Loan B due 2031 (the "Loyalty Term Loan Facility" and, together with the Notes the "Loyalty Financings"). The aggregate amount of the Offering was increased to $1,250 million from the previously announced offering size of $750 million in aggregate principal amount of Notes.

The Company expects to close the Loyalty Financings on or about October 15, 2024, subject to the satisfaction of customary conditions. Loyalty Issuer intends to use the net proceeds received from the Offering, together with borrowings under the 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 Airlines, Inc ("Alaska") on the closing date of the Offering (the "Intercompany Loan"). Alaska intends to use the proceeds from the Intercompany Loan (i) to redeem or repay certain outstanding debt acquired or assumed in the merger of the Company with Hawaiian Airlines pursuant to an 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.

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

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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