Southwest Airlines Co. (NYSE: LUV) (the "Company") today announced that it has commenced an underwritten public offering of 55,000,000 shares of common stock of the Company (the "Common Stock Offering") and an underwritten public offering of $1.0 billion aggregate principal amount of Convertible Senior Notes due 2025 (the "Convertible Notes" and such offering, the "Convertible Notes Offering").
The Company intends to grant the underwriters a 30-day option to purchase up to 8,250,000 additional shares of common stock in the Common Stock Offering and a 30-day option to purchase up to $150 million aggregate principal amount of additional Convertible Notes, solely to cover over-allotments, in the Convertible Notes Offering. The Company expects to use the net proceeds from the Common Stock Offering and the Convertible Notes Offering for general corporate purposes. Neither of the closings of the Common Stock Offering or the Convertible Notes Offering is conditioned upon the closing of the other offering.
Morgan Stanley, BofA Securities, J.P. Morgan, BNP Paribas, and Citigroup are acting as the joint book-running managers for the Common Stock Offering and the Convertible Notes Offering, and Morgan Stanley, BofA Securities, and J.P. Morgan are acting as representatives of the underwriters of the offerings. A shelf registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission ("SEC") and has become effective. Each of the Common Stock Offering and the Convertible Notes Offering may be made only by means of a prospectus supplement and an accompanying base prospectus. The preliminary prospectus supplements and accompanying base prospectus relating to each of the Common Stock Offering and the Convertible Notes Offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplements and accompanying base prospectus relating to the Common Stock Offering and the Convertible Notes Offering may be obtained from (1) Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department, (2) BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attention: Prospectus Department, or via email: email@example.com, or (3) J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or via telephone: 1-866-803-9204.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the shares of common stock or the Convertible 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.