Issuer Free Writing Prospectus
Filed pursuant to Rule 433(d)
Registration No. 333-163463
April 30, 2012
US Airways, Inc. (“US Airways”)
| Securities: | Class A Pass Through Certificates, Series 2012-1 (“Class A Certificates”) | Class B Pass Through Certificates, Series 2012-1 (“Class B Certificates”) | ||
Amount: | $379,785,000 | $124,958,000 | ||
CUSIP: | 90345WAA2 | 90345WAB0 | ||
ISIN: | US90345WAA27 | US90345WAB00 | ||
Coupon: | 5.90% | 8.00% | ||
Make-Whole Spread over Treasuries: | 0.50% | 0.50% | ||
Available Amount under Liquidity Facility at April 1, 2013: | $33,550,417 | $14,984,150 | ||
Initial Maximum Commitment Amount Under Liquidity Facility: | $33,610,973 | $14,994,960 | ||
Public Offering Price: | 100% | 100% | ||
Expected Ratings: | ||||
Standard & Poor’s Ratings Services | BBB | B+ | ||
Moody’s Investor Service, Inc. | Ba2 | B2 | ||
Fitch, Inc. | A- | BB- | ||
Underwriting: | ||||
Morgan Stanley & Co. LLC | $142,419,375 | $46,859,250 | ||
Citigroup Global Markets Inc. | $72,159,150 | $23,742,020 | ||
Goldman, Sachs & Co. | $94,946,250 | $31,239,500 | ||
Barclays Capital Inc. | $37,978,500 | $12,495,800 | ||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | $28,483,875 | $9,371,850 | ||
Natixis Securities Americas LLC | $3,797,850 | $1,249,580 | ||
Concession to Selling Group Members: | 0.50% | 0.50% | ||
Discount to Broker/Dealers: | 0.25% | 0.25% | ||
Underwriting Commission: | $5,678,359 | |||
US Airways’ Transaction Expenses: | $3,300,000 | |||
Underwriting Agreement: | Dated April 30, 2012 | |||
Settlement: | May 14, 2012 (T+10) closing date, the tenth business day following the date hereof | |||
Preliminary Prospectus Supplement: | US Airways has prepared a Preliminary Prospectus Supplement, dated April 30, 2012, which includes additional information regarding the Class A and Class B Certificates | |||
Concurrent Offering | Concurrently with the offering of the Class A and Class B Certificates, US Airways is also offering $118,636,000 in aggregate face amount of its Class C Pass Through Certificates, Series 2012-1 (the “Class C Certificates”) pursuant to a Preliminary Prospectus Supplement dated April 30, 2012. The offering of the Class A and Class B Certificates is not conditioned on the completion of the offering of the Class C Certificates. | |||
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley toll-free at 1-866-718-1649, Citigroup at 1-212-723-6171, Goldman, Sachs & Co. toll-free at 1-866-471-2526, Barclays toll-free at 1-888-603-5847, BofA Merrill Lynch toll-free at 1-800-294-1322 or Natixis at 1-212-698-3108 (institutional investors).
