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): April 7, 2006
US AIRWAYS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8444 54-1194634
(State of jurisdiction) (Commission File No.) (IRS Employer
Identification No.)
111 West Rio Salado Parkway
Tempe, Arizona 85281
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (480) 693-0800
US AIRWAYS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8442 53-0218143
(State of jurisdiction) (Commission File No.) (IRS Employer
Identification No.)
111 West Rio Salado Parkway
Tempe, Arizona 85281
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (480) 693-0800
AMERICA WEST AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-12337 86-0418245
(State of jurisdiction) (Commission File No.) (IRS Employer
Identification No.)
4000 E. Sky Harbor Boulevard
Phoenix, Arizona 85034-3899
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (480) 693-0800
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 (see General Instruction A.2. below):
|_| 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))
Item 1.01 Entry Into A Material Definitive Agreement
On April 7, 2006, US Airways Group, Inc. ("US Airways Group"),
consummated a transaction increasing its existing $1.1 billion financing to
$1.25 billion.
Amended and Restated Loan
On April 7, 2006, US Airways Group, as borrower, entered into an
Amended and Restated Loan Agreement (the "Loan"), with General Electric Capital
Corporation, as Administrative Agent, the lenders party to the agreement from
time to time, and certain subsidiaries of US Airways Group party to the
agreement from time to time, amending and restating its previously announced
Loan Agreement, dated as of March 31, 2006 (the "Existing Loan").
The Loan is in the total amount of $1.25 billion, including $150
million borrowed on April 7, 2006, and $1.1 billion previously borrowed under
the Existing Loan on March 31, 2006. The terms and conditions of the Loan are
applicable to the full $1.25 billion borrowed. The Loan bears interest at an
index rate plus an applicable index margin or, at US Airways Group's option,
LIBOR plus an applicable LIBOR margin for interest periods of one, two, three or
six months. The applicable index margin, subject to adjustment, is 1.50%, 2.00%,
2.25%, or 2.50% if the adjusted loan balance is respectively less than $600
million, between $600 million and $750 million, between $750 million and $900
million, or between $900 million and $1.25 billion. The applicable LIBOR margin,
subject to adjustment, is 2.50%, 3.00%, 3.25%, or 3.50% if the adjusted loan
balance is respectively less than $600 million, between $600 million and $750
million, between $750 million and $900 million, or between $900 million and
$1.25 billion. In addition, interest on the Loan may be adjusted based on the
credit rating for the Loan as follows: (i) subject to clause (ii) below, if the
credit rating for the Loan is B1 or better from Moody's and B+ or better from
S&P as of the last day of the most recently ended fiscal quarter, then (A) the
applicable LIBOR margin will be the lower of 3.25% and the rate otherwise
applicable based upon the adjusted Loan balance and (B) the applicable index
margin will be the lower of 2.25% and the rate otherwise applicable based upon
the adjusted Loan balance and (ii) if the credit rating for the Loan is Ba3 or
better from Moody's and BB- or better from S&P as of the last day of the most
recently ended fiscal quarter, then the applicable LIBOR margin will be 2.50%
and the applicable index margin will be 1.50%. The Loan matures on March 31,
2011, and no principal payments are scheduled until maturity.
In addition, the Loan:
o requires certain mandatory prepayments upon certain asset sales,
including sale-leasebacks, subject to US Airways Group's right to
reinvest net sales proceeds in qualified assets;
o provides for mandatory prepayments upon a change in control or
collateral value deficiencies;
o establishes certain financial covenants, subject to adjustment,
including minimum cash requirements (as described in more detail
below), minimum ratios of earnings before interest, taxes,
depreciation, amortization and aircraft rent to fixed charges (except
during a covenant suspension period), and minimum ratios of collateral
value to outstanding principal;
o contains customary affirmative covenants and the following negative
covenants (some of which are eased during a covenant suspension
period): restrictions on liens, investments, restricted payments, asset
sales; acquisitions, changes in fiscal year, sale and leasebacks,
transactions with affiliates, conduct of business, mergers or
consolidations, amendments to other indebtedness and certain other
documents; no creation of negative pledges; no speculative
transactions; no hazardous material releases, and no ERISA events; and
o contains customary events of default, including payment defaults,
cross-defaults, breach of covenants, bankruptcy and insolvency
defaults, judgment defaults, and business discontinuations (i.e.,
voluntary suspension of substantially all flights for two days).
US Airways Group is required to maintain (in accounts subject to
control agreements) consolidated unrestricted cash and cash equivalents
(including amounts held in the collateral account) of not less than $750 million
(subject to partial reductions upon certain reductions in the outstanding
principal amount of the Loan). The foregoing is qualified in its entirety by the
terms of the Loan, a copy of which is attached as Exhibit 4.1 and incorporated
herein by reference.
Item 2.03 Creation Of A Direct Financial Obligation Or An Obligation Under An
Off-Balance Sheet Arrangement Of A Registrant.
The information set forth in Item 1.01 above is incorporated herein by
reference.
Item 9.01. Financial Statements And Exhibits.
(c) Exhibits.
Exhibit No. Description
4.1 Amended and Restated Loan Agreement, dated as of April 7,
2006, among US Airways Group, Inc., General Electric Capital
Corporation, as Administrative Agent, the lenders party to the
agreement from time to time, and certain subsidiaries of US
Airways Group party to the agreement from time to time.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
US Airways Group, Inc. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
US Airways Group, Inc.
Dated: April 10, 2006 By: /s/ Derek J. Kerr
--------------------------
Derek J. Kerr
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
America West Holdings Corporation has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
US Airways, Inc.
Dated: April 10, 2006 By: /s/ Derek J. Kerr
--------------------------
Derek J. Kerr
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
America West Airlines, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
America West Airlines, Inc.
Dated: April 10, 2006 By: /s/ Derek J. Kerr
--------------------------
Derek J. Kerr
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
4.1 Amended and Restated Loan Agreement, dated as of April 7,
2006, among US Airways Group, Inc., General Electric Capital
Corporation, as Administrative Agent, the lenders party to the
agreement from time to time, and certain subsidiaries of US
Airways Group party to the agreement from time to time.