Southwest Airlines Co. (NYSE: LUV) (the "Company") today announced that it has priced its underwritten public offering of $1.8 billion aggregate principal amount of senior notes, consisting of $500 million aggregate principal amount of 4.750% Notes due 2023 (the "2023 Notes") and $1.3 billion aggregate principal amount of 5.125% Notes due 2027 (the "2027 Notes," and, collectively with the 2023 Notes, the "Notes"). The 2023 Notes will be issued at 102.725% of par and the 2027 Notes will be issued at par.
The 2023 Notes are being offered as an additional issuance of the Company's 4.750% Notes due 2023, of which the Company issued $750 million aggregate principal amount on May 4, 2020. The 2023 Notes are part of the same class as the initial notes of that series and have identical terms, other than the issue date and issue price, as the initial notes of that series.
The Company expects to use the net proceeds from the offering to repay all of the outstanding borrowings under its Amended and Restated 364-Day Credit Agreement and for general corporate purposes. The Company also intends to terminate the Amended and Restated 364-Day Credit Agreement upon repayment. The offering is expected to close on or about June 8, 2020, subject to customary closing conditions.
Citigroup, BNP Paribas, BofA Securities, J.P. Morgan and Morgan Stanley are acting as joint lead book-running managers for the offering. Goldman Sachs & Co. LLC and Wells Fargo Securities are acting as joint book-running managers for the offering. A shelf registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission ("SEC") and has become effective. The offering may be made only by means of a prospectus supplement and an accompanying base prospectus. The preliminary prospectus supplement and accompanying base prospectus relating to the offering have been filed, and a final prospectus supplement will be filed, with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained from (1) Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone: 1-800-831-9146 or by email: firstname.lastname@example.org, (2) BNP Paribas Securities Corp., 787 Seventh Avenue, New York, NY 10019, or by telephone: 1-800-854-5674 or by email: email@example.com, (3) BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attention: Prospectus Department, or via email: firstname.lastname@example.org, (4) J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or via telephone: 1-866-803-9204 and (5) Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the 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.