Hawaiian Airlines, Inc.Announces Changes to Offers to Purchase and Remove Consent Solicitations for All of its 7.375% Series 2020-1A Direct Access Certificates due 2027 and 11.250% Series 2020-1B direct access certificates expiring 2025

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Posted: October 18, 2021 at 11:44 p.m. CDT|Update: 2 hours ago

HONOLULU, October 19, 2021 / PRNewswire / – Hawaiian Airlines, Inc. (the “Company”), a wholly owned subsidiary of Hawaiian Holdings, Inc. (“Holdings” (Nasdaq: HA), today announced changes to its previously announced offerings (i) to purchase for cash (collectively, the “Tender Offers” and each, a “Tender Offer”) any of its 7.375% Series 2020-1A Pass Through Certificates maturing in 2027 (the “Class A Certificates”) and 11.250% Series 2020-1B Transmission certificates expiring in 2025 (the “class B certificates” and, together with the class A certificates, the “certificates”) and (ii) the solicitations of consent (as defined in the offer to purchase), in each case set out in the Offer to purchase and solicitation of consent statement, dated September 23, 2021 (the “Offer to Purchase”).

Hawaiian airline logo. (PRNewsFoto)

The Company amends the offer to purchase in order to increase the consideration for the offer for each $ 1,000 the balance of the pool of Certificates validly deposited (and not validly withdrawn) and accepted for purchase in accordance with the Offer to Purchase at $ 1,200, which applies to all Certificates (including Certificates already delivered) that have been delivered and accepted for purchase up to the “Expiration Date” (as amended below). In addition, the Company has decided to cease soliciting consents (as defined in the tender offer) for the proposed changes (as defined in the tender offer) and withdraws the consents solicitations from the public offers. purchase.

The “Expiration Date” applicable to Public Purchase Offers previously scheduled for 11:59 p.m., New York City It’s time 21 October 2021, has been extended to 11:59 p.m., New York City It’s time November, 1st, 2021. The Company will settle the takeover bids on the final settlement date, which is expected to occur on November 4, 2021.

The deadline for withdrawing offers of Certificates was 5:00 p.m., New York City It’s time October 6, 2021 and remains unchanged. Certificates that have been deposited or may be deposited prior to the expiration date under the Offer to Purchase may no longer be withdrawn, subject to the requirements of applicable law (if applicable).

Except as described herein, the other conditions of the previously announced take-over bids remain unchanged. Certificate holders should read the Offer to Purchase carefully and in its entirety before deciding whether or not to file. No further action is required from holders who have already submitted certificates.

Redemption offers are not conditional on a minimum pool balance of certificates delivered. However, the tender offers are subject to, and conditional on, the satisfaction or waiver of certain conditions described in the tender offer. From October 18, 2021, 13.20% of the total balance of the class A certificate pool and 21.00% of the total balance of the class B certificate pool have been offered for purchase.

Citigroup Global Markets Inc. is the broker-manager of take-over bids. Global Bondholder Services Corporation has been retained to serve as the tender and information agent for the take-over bids. Those with questions regarding take-over bids should contact Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Requests for copies of the Offer to Purchase and other related documents should be directed to Global Bondholder Services Corporation at (banks or brokers) (212) 430-3774 or (toll free) (866) 807-2200 or by email to contact @ gbsc -usa.com.

No member of the Company, the Managing Broker, the Tender and Information Agent, the Trustee (as defined in the Offer to Purchase), the Subordination Agent (as defined in the Offer Purchase), nor any of their respective directors, officers, employees or affiliates make any recommendation as to whether Holders should tender their certificates in accordance with the applicable take-over bid, and no one has been authorized by one of them to make such a recommendation. Holders must make their own decisions as to whether to deliver their Certificates and, if so, the balance of the Pool of Certificates as to what action to take.

This press release does not constitute an offer to sell, a solicitation to buy or an offer to buy or sell any securities. Neither this press release nor the offer to purchase constitutes an offer to sell or a solicitation of an offer to buy securities. Tender offers are made only pursuant to the tender offer and only in jurisdictions permitted by applicable law. In any jurisdiction in which buyback offers are to be made by a licensed broker or dealer, buyback offers will be deemed to be made on behalf of the company by the market manager, or one or more registered brokers or dealers who are licensed. under the laws of that jurisdiction.

About Hawaiian Airlines

Hawaiian® has dominated all US carriers in terms of on-time performance in each of the past 17 years (2004-2020), as reported by the US Department of Transportation. Consumer surveys conducted by Condé Nast Traveler, Travel + Leisure and TripAdvisor have ranked Hawaiian among the top domestic airlines serving Hawai’i.

Now in its 92nd year of continuous service, Hawaiian is Hawaii’s largest and oldest airline. Hawaiian offers approximately 130 flights within the Hawaiian Islands, daily nonstop flights between Hawai’i and 16 US Gateway cities – more than any other airline – as well as a weekly connecting service. Honolulu and Tahiti and flights between Honolulu and American Samoa. Due to the COVID-19 pandemic, Hawaiian operates an adjusted flight schedule between Hawai’i and Japan and Korea, and temporarily suspended service in Australia and New Zealand.

The airline is committed to connecting people with aloha by providing free meals to all guests on transpacific routes and the convenience of no-change fees on Main Cabin and Premium Cabin seats. HawaiianMiles members also enjoy flexibility with miles that never expire.

Hawaiian Airlines, Inc. is a subsidiary of Hawaiian Holdings, Inc. (NASDAQ: HA). Further information is available at HawaiianAirlines.com. Follow Hawaiian’s Twitter updates (@HawaiianAir), Become a fan on facebook (Hawaiian Airlines), and follow us on Instagram (hawaiian airlines). For job postings and updates follow Hawaiian’s LinkedIn page.

For media inquiries, please visit the Hawaiian Airlines online press room.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of federal securities laws. Words such as “expects”, “anticipates”, “projects”, “intention”, “plans”, “believes”, “estimates”, variations of these words and similar expressions are also intended to identify these forward-looking statements. These forward-looking statements are and will be subject to numerous risks, uncertainties and assumptions relating to the operations and the business environment of the Company, all of which may cause the actual results of the Company to be materially different from any future, explicit results. or implied, in these forward-looking statements. These risks and uncertainties include, without limitation, the strategy of the Company; the continuing and evolving effects of the spread of COVID-19 on the business operations and financial condition of the Company; the availability of future sources of capital, which could change due to market conditions or other reasons, interest rates and business considerations; the Company’s ability to generate sufficient liquidity and manage its available liquidity; changes in the Company’s future capital needs; and the risk that takeover bids will not be executed as expected, if at all.

The risks, uncertainties and assumptions mentioned above which could cause the results of the Company to differ materially from the results expressed or implied by these forward-looking statements also include the risks, uncertainties and assumptions discussed from time to time in the others. Holdings’ public documents and public announcements, including Holdings’ Annual Report on Form 10-K and Holdings’ Quarterly Reports on Form 10-Q, as well as other documents which may be filed by Holdings from time to time with the Securities and Exchange Commission. All forward-looking statements included in this document are based on information available to Holdings and the Company as of the date hereof. Neither Holdings nor the Company undertakes to publicly update or revise forward-looking statements to reflect events, circumstances or new information that may arise after the date hereof, even if future experience or changes indicate clearly that the intended results expressed or implied herein will not be achieved.

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SOURCE Hawaiian Airlines, Inc.



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