| TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. |
On January 28, 2021, the Company provided notice of the termination of the Prior Distribution Agreement, effective as of January 28, 2021 and the Prior Distribution Agreement was terminated pursuant to its terms. At the time the Prior Distribution Agreement was terminated, we had sold an aggregate of 68,561,487 shares of common stock for gross proceeds of approximately $882.4 million, with shares of common stock having an aggregate gross sales price of up to approximately $117.6 remaining unsold. The material terms and conditions of the Prior Distribution Agreement and the Prior ATM were described in the Company’s Current Report on Form
8-K
filed on October 22, 2020.
Future Aircraft Deliveries and Financing Status
Set forth below is an updated summary of the mainline aircraft that we have under contract for scheduled delivery after the date of this report with respect to the balance of 2021 or in 2022:
Boeing 737 MAX Family Aircraft
. We have accepted delivery of five MAX aircraft year to date and presently expect an additional six MAX aircraft to be delivered in the balance of 2021 and ten MAX aircraft in 2022. We have financing commitments in place for three of the six MAX aircraft to be delivered in the balance of 2021 and do not have any financing commitments in place for the ten MAX aircraft to be delivered in 2022. However, we have the right to defer all of the 13 MAX aircraft deliveries that do not have committed financing to 2023 or 2024.
Boeing 787 Family Aircraft
. We have not accepted any 787 aircraft year to date and presently expect 19 787 aircraft to be delivered in the balance of 2021 and none in 2022. We have financing commitments in place for all 19 of these 787 aircraft.
Airbus A321NEO Family Aircraft
. We have accepted delivery of one NEO aircraft year to date and presently expect an additional 15 NEO aircraft to be delivered in the balance of 2021 and 26 NEO aircraft in 2022. We have financing commitments in place for all 15 NEO aircraft to be delivered in the balance of 2021. We do not have in place financing commitment (third party or backstop) for any of the 2022 NEO deliveries.
Our ability to draw on the financing commitments described above is subject to (a) the satisfaction of various terms and conditions, including in some cases, on our acquisition of the aircraft by a certain date and (b) the performance by the counterparty providing such financing commitments of its obligations thereunder.
Flight Cancellations on January 28, 2021
On January 28, 2021, we experienced approximately 300 flight cancellations involving aircraft operated by our wholly-owned regional subsidiary, PSA Airlines, Inc. (“PSA”). The flight cancellations were due to a delay in conducting maintenance checks on PSA’s CRJ aircraft. Substantially all of the aircraft involved have been, or we expect promptly will be, returned to service, and we do not expect this event to have a material effect on our results of operations.
Cautionary Statement Regarding Forward-Looking Statements
Certain of the statements contained in this report should be considered forward-looking statements within the meaning of the Securities Act, the Exchange Act, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Companies’ plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Companies’ current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Companies’ Quarterly Report on Form
10-Q
for the nine months ended September 30, 2020 (especially in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A. Risk Factors), and other risks and uncertainties listed from time to time in the Companies’ other filings with the Securities and Exchange Commission. There may be other factors of which the Companies are not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In particular, the consequences of the coronavirus outbreak to economic conditions and the travel industry in general and the financial position and operating results of the Companies in particular have been material, are changing rapidly, and cannot be predicted. The Companies do not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.
