American Airlines Group (the „Company”) today provided the following notice to Holders of its Series A Convertible Preferred Stock (NASDAQ: AALCP) (the „Convertible Preferred”) pursuant to Section 5.2 of the Certificate of Designations relating to the Convertible Preferred (the „Certificate of Designations”) (capitalized terms not otherwise defined in this notice have the meaning set forth in the Certificate of Designations):
As of 5 p.m. EST on Dec. 17, 2013, the Company’s Transfer Agent had received Conversion Notices seeking the Optional Conversion of an aggregate of 26,654,906 shares of Convertible Preferred into Common Stock, which exceeds the Optional Conversion Cap of 10,000,000 shares of Convertible Preferred. As a result, the Optional Conversion Cutoff Date with respect to the first Conversion Period occurred as of that date.
No Optional Conversion election received after 5 p.m. on the Optional Conversion Cutoff Date or during the remainder of the first Conversion Period will be given effect.
Holders of the 26,654,906 shares that validly elected Optional Conversion on the Optional Conversion Cutoff Date will not have their shares of Convertible Preferred converted in full. The number of each Holder’s shares will be cut back on a pro rata basis, subject to rounding, such that the aggregate number of shares converted is 10,000,000. Accordingly, each Holder that validly elected to convert Convertible Preferred shares on the Optional Conversion Cutoff Date will have its shares of Convertible Preferred converted on a pro rata basis using a factor of approximately 0.3752 shares converted for each share validly tendered for Optional Conversion, subject to rounding. Any shares of Convertible Preferred not converted will be returned to the Holder.
Each share of Convertible Preferred converted as of the Optional Conversion Cutoff Date as described above will be converted into approximately 0.9994 shares of Common Stock (NASDAQ: AAL), subject to rounding.
To effectuate an Optional Conversion for shares of Convertible Preferred not accepted for conversion, a Holder must submit a new Conversion Notice with respect to such shares in a subsequent Conversion Period. The second Conversion Period will commence on Jan. 14, 2014.
This notice constitutes an Optional Conversion Cutoff Notice for purposes of the Certificate of Designations.
Additional Information and Where to Find It
For questions about distributions under the Plan, please visit www.amrcaseinfo.com.
For information about American Airlines Group Inc., including financial information, corporate governance and its SEC filings, please visit www.aa.com/investorrelations.
Source / Author: American Airlines