American Airlines (AAL) 8-K Other Events

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2023

AMERICAN AIRLINES GROUP INC.

AMERICAN AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8400	75-1825172
Delaware	1-2691	13-1502798
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Skyview Drive, Fort Worth, Texas	76155
1 Skyview Drive, Fort Worth, Texas	76155
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(682)

278-9000

(682)

278-9000

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AAL	The Nasdaq Global Select Market
Preferred Stock Purchase Rights	—	(1)

(1)  Attached to the Common Stock

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule

12b-2

of the Securities Exchange Act of 1934.

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 8.01. OTHER EVENTS.

As previously disclosed, American Airlines Group Inc. (the “Company”) has issued to the United States Department of the Treasury warrants (collectively, the “Warrants”) to purchase shares of our common stock (“Warrant Shares”) in connection with certain payroll support and secured loan arrangements pursuant to the Coronavirus Aid, Relief, and Economic Security Act and subsequent related legislation. Pursuant to such arrangements, the Company has the obligation to register the resale of the Warrants and the Warrant Shares issuable upon the exercise thereof under the Securities Act of 1933, as amended, pursuant to a Prospectus Supplement being filed with the Securities and Exchange Commission on the date hereof, which replaces the Prospectus Supplement with respect to the resale of the Warrants and Warrant Shares previously filed on July 28, 2022. The Company is filing this report solely to provide the legal opinion of Latham & Watkins LLP as to the legality of the issuance and sale of the Warrants and Warrant Shares, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit     No.	Description
5.1	Opinion of Latham & Watkins LLP.
23.1	Consent of Latham & Watkins LLP (included in its opinion filed as Exhibit 5.1).
104.1	Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	A MERICAN A IRLINES G ROUP I NC .
Date: February 2 7 , 2023	By:	/s/ Priya R. Aiyar
		Priya R. Aiyar
		Executive Vice President, Corporate Affairs and Chief Legal Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	A MERICAN A IRLINES , I NC .
Date: February 2 7 , 2023	By:	/s/ Priya R. Aiyar
		Priya R. Aiyar
		Executive Vice President, Corporate Affairs and Chief Legal Officer