Item 8.01 Other Events.
On January 26, 2021, Hawaiian Airlines, Inc. ("Hawaiian"), a wholly owned
subsidiary of Hawaiian Holdings, Inc. ("Holdings," and together and with
Hawaiian, the "Company"), issued a press release announcing the launch of an
offering of $800,000,000 in senior secured notes due 2026 by Hawaiian Brand
Intellectual Property, Ltd. and HawaiianMiles Loyalty, Ltd., each an indirect
wholly-owned subsidiary of Hawaiian (the "Loyalty Offering"). A copy of the
press release is furnished hereto as Exhibit 99.1.
On January 28, 2021, Hawaiian issued a press release announcing the pricing and
upsizing of the Loyalty Offering. A copy of the press release is furnished
hereto as Exhibit 99.2.
On January 15, 2021, the Company entered into a Payroll Support Program
Extension Agreement with the U.S. Treasury (the "PSP Extension Agreement") as
part of the Consolidated Appropriations Act, 2021. Pursuant to the PSP Extension
Agreement, Hawaiian issued recall notices and offered the opportunity to return
to employment to employees who were subject to an involuntary termination or
furlough between October 1, 2020 and the date of the PSP Extension Agreement.
Under the PSP Extension Agreement, the Company is required to refrain from
conducting involuntary furloughs or reducing employee rates of pay or benefits
through March 31, 2021.
Due to uncertainty regarding the Company's employment needs beyond March 31,
2021, on January 28, 2021, the Company issued Worker Adjustment and Retraining
Notification and California Worker Adjustment Retraining Notification Act
notices, to the extent applicable, (the "Notices") to its Air Line Pilots
Association, Association of Flight Attendants, International Association of
Machinists and Aerospace Workers, and Transport Workers Union work groups of the
possibility of workforce reductions. The Company identified approximately 900
U.S.-based employees who could be affected, nearly all of whom were already
subject to previous notices issued as part of the Company's previous workforce
reductions. The Notices are part of the Company's response to the impacts of the
COVID-19 pandemic, including the re-balancing of its workforce to better align
with the evolving needs of the business. The Company anticipates that workforce
reductions related to the Notices will initially be focused on voluntary
reduction options and the number of employees identified as potentially affected
may not be indicative of actual workforce reductions.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 that reflect the
Company's current plans and expectations. Such forward-looking statements
include, without limitation, the Company's workforce reduction plans, including
both furlough and voluntary opportunities. Words such as "expects,"
"anticipates," "projects," "hopes," "intends," "plans," "believes," "estimates,"
"will," variations of such words, and similar expressions are also intended to
identify such forward-looking statements.
These forward-looking statements are and will be, as the case may be, subject to
many risks, uncertainties and assumptions relating to the Company's operations
and business environment, all of which may cause outcomes to be materially
different from any expected outcomes, expressed or implied, in these
forward-looking statements. These risks and uncertainties include, without
limitation: the effectiveness of the Company's cost cutting plans; the
continuing and developing effects of the COVID-19 pandemic, including its impact
on the demand for air travel; employee up-take of voluntary early-out offers;
the Company's dependence on tourist travel; the availability of aircraft fuel,
aircraft parts and personnel; the Company's ability to continue to generate
sufficient cash; changes in the Company's future capital needs; and other
macroeconomic, political and regulatory developments.
The risks, uncertainties and assumptions described above also include the risks,
uncertainties and assumptions discussed from time to time in the Company's other
public filings and public announcements, including the Company's Annual Report
on Form 10-K and the Company's Quarterly Reports on Form 10-Q, as well as other
documents that may be filed by the Company from time to time with the Securities
and Exchange Commission. All forward-looking statements included in this
document are based on information available to the Company on the date hereof.
Except as required by law, the Company does not undertake to publicly update or
revise any forward-looking statements to reflect events or circumstances that
may arise after the date hereof.
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The hyperlinks included in Exhibit 99.1 and 99.2 attached hereto are not
incorporated herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated January 26, 2021, Hawaiian Airlines, Inc. Announces
Launch of Offering by Loyalty and Brand Subsidiaries of $800,000,000 Senior
Secured Notes due 2026
99.2 Press Release, dated January 28, 2021, Hawaiian Airlines, Inc. Announces
Pricing and Upsizing of Offering by Loyalty and Brand Subsidiaries of Senior
Secured Notes due 2026
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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