United Airlines Holdings, Inc S-3ASR, filed Nov 20, 2023

United Airlines Holdings, Inc. (UAL)

S-3ASR 2023-11-20

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	United Airlines Holdings, Inc. (Exact name of registrant as specified in its charter)			United Airlines, Inc. (Exact name of registrant as specified in its charter)
	Delaware (State or other jurisdiction of incorporation or organization)			Delaware (State or other jurisdiction of incorporation or organization)
	36-2675207 (I.R.S. Employer Identification Number)			74-2099724 (I.R.S. Employer Identification Number)
	233 S. Wacker Drive Chicago, Illinois 60606 (872) 825-4000			233 S. Wacker Drive Chicago, Illinois 60606 (872) 825-4000
	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

	Page
ABOUT THIS PROSPECTUS		1
RISK FACTORS		2
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		2
THE COMPANY		4
SELLING SECURITY HOLDERS		4
USE OF PROCEEDS		4
DESCRIPTION OF UAL CAPITAL STOCK		5
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES		15
DESCRIPTION OF DEPOSITARY SHARES		25
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS		28
DESCRIPTION OF SUBSCRIPTION RIGHTS		29
DESCRIPTION OF WARRANTS		30
PLAN OF DISTRIBUTION		31
WHERE YOU CAN FIND MORE INFORMATION		33
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		33
LEGAL MATTERS		34
EXPERTS		34

Combined Filings by UAL and United			Date Filed
Annual Report on Form 10-K for the year ended December 31, 2022 (including those portions of UAL’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 13, 2023 that are specifically incorporated by reference into such Annual Report on Form 10-K)......................................................................			February 16, 2023
Quarterly Report on Form 10-Q for the quarter ended March 31, 2023................................................................			April 20, 2023
Quarterly Report on Form 10-Q for the quarter ended June 30, 2023....................................................................			July 20, 2023
Quarterly Report on Form 10-Q for the quarter ended September 30, 2023..........................................................			October 18, 2023
Current Report on Form 8-K...............................................			May 31, 2023
Current Report on Form 8-K...............................................			June 20, 2023
Current Report on Form 8-K (Item 5.02 only).....................			September 22, 2023
Current Report on Form 8-K (Item 1.01 only).....................			October 4, 2023
Registration Statement on Form 8-A, description of UAL’s Common Stock, par value $0.01 per share.......................			September 5, 2018, including any amendments or reports filed to update such description
Registration Statement on Form 8-A, description of UAL’s Preferred Stock Purchase Rights......................................			December 7, 2020, including any amendments or reports filed to update such description

Filings by UAL			Date Filed
Current Report on Form 8-K			January 27, 2023
Current Report on Form 8-K			May 30, 2023

Filings by United			Date Filed
Current Report on Form 8-K			June 20, 2023
Current Report on Form 8-K			June 21, 2023

	Amount
SEC registration fee		$	(1)
Accounting fees and expenses			(2)
Legal fees and expenses			(2)
Rating agency fees and expenses			(2)
Trustee fees and expenses			(2)
Printing and miscellaneous expenses			(2)
Total		$	(2)

Exhibit No.	Registrant	Exhibit
1.1	UAL	Form of Equity Securities Underwriting Agreement*
1.2	UAL	Form of United Airlines Holdings, Inc. Debt Securities Underwriting Agreement*
1.3	United	Form of United Airlines, Inc. Debt Securities Underwriting Agreement*
1.4	UAL	Form of Warrant Underwriting Agreement*
1.5	UAL	Form of Stock Purchase Contracts Underwriting Agreement*
1.6	UAL	Form of Stock Purchase Units Underwriting Agreement*
1.7	United	Form of Pass Through Certificates Underwriting Agreement*
4.1	UAL	Amended and Restated Certificate of Incorporation of United Airlines Holdings, Inc. (filed as Exhibit 3.1 to UAL’s Form 8-K filed June 27, 2019 and incorporated herein by reference)
4.2	UAL	Amended and Restated Bylaws of United Airlines Holdings, Inc. (filed as Exhibit 3.1 to UAL’s Form 8-K filed September 23, 2022 and incorporated herein by reference)
4.3	UAL	Certificate of Designation of the Series A Junior Participating Serial Preferred Stock of United Airlines Holdings, Inc. (filed as Exhibit 3.1 to UAL’s Registration Statement on Form 8-A filed December 7, 2020 and incorporated herein by reference)
4.4	United	Amended and Restated Certificate of Incorporation of United Airlines, Inc. (filed as Exhibit 3.1 to UAL’s Form 8-K filed April 3, 2013 and incorporated herein by reference)
4.5	United	Amended and Restated By-laws of United Airlines, Inc. (filed as Exhibit 3.2 to UAL’s Form 8-K filed April 3, 2013 and incorporated herein by reference)
4.6	UAL United	Indenture, dated as of May 7, 2013, among United Continental Holdings, Inc., United Airlines, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee thereunder (filed as Exhibit 4.1 to UAL’s Form 8-K filed May 10, 2013 and incorporated herein by reference)
4.7	UAL	Tax Benefits Preservation Plan, dated as of December 4, 2020, by and between United Airlines Holdings, Inc. and Computershare Trust Company, N.A., as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto) (filed as Exhibit 4.1 to UAL’s Registration Statement on Form 8-A filed December 7, 2020 and incorporated herein by reference)
4.8	UAL	Amendment No. 1 to Tax Benefits Preservation Plan (filed as Exhibit 4.18 to UAL’s Form 10-K for the year ended December 31, 2020 and incorporated herein by reference)
4.9	UAL	Form of Debt Security to be issued by United Airlines Holdings, Inc.*
4.10	United	Form of Debt Security to be issued by United Airlines, Inc.*

				UNITED AIRLINES HOLDINGS, INC.
				By: /s/ Michael Leskinen Name: Michael Leskinen Title: Executive Vice President and Chief Financial Officer

Signature	Title	Date
/s/ J. Scott Kirby J. Scott Kirby	Chief Executive Officer and Director (Principal Executive Officer)	November 20, 2023
/s/ Michael Leskinen Michael Leskinen	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 20, 2023
/s/ Chris Kenny Chris Kenny	Vice President and Controller (Principal Accounting Officer)	November 20, 2023
/s/ Carolyn Corvi Carolyn Corvi	Director	November 20, 2023
/s/ Matthew Friend Matthew Friend	Director	November 20, 2023
/s/ Barney Harford Barney Harford	Director	November 20, 2023

				UNITED AIRLINES, INC.
				By: /s/ Michael Leskinen Name: Michael Leskinen Title: Executive Vice President and Chief Financial Officer

		95-3571558
		(I.R.S. employer
		identification no.)

333 South Hope Street, Suite 2525,
Los Angeles, California		90071
(Address of principal executive offices)		(Zip code)

Delaware		36-2675207
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)


233 S. Wacker Drive
Chicago, Illinois		60606
(Address of principal executive offices)		(Zip code)

Name		Address
Comptroller of the Currency		Washington, D.C. 20219

United States Department of the Treasury

Federal Reserve Bank of San Francisco		San Francisco, California 94105

Federal Deposit Insurance Corporation		Washington, D.C. 20429

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

	By:	/s/ Lisa Infusino
	Name:	Lisa Infusino
	Title:	Vice President

	Dollar amounts
	in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		6,412
Interest-bearing balances		328,965
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		520
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, held for investment		0
LESS: Allowance for loan and lease losses		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		16,471
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures Intangible assets		856,313
Other assets		110,191
Total assets	$	1,318,872

	Very truly yours,


	/s/ Sidley Austin LLP

LIABILITIES
Deposits:
In domestic offices			1,063
Noninterest-bearing			1,063
Interest-bearing			0
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			265,839
Total liabilities			266,902
Not applicable

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			106,172
Not available
Retained earnings			944,799
Accumulated other comprehensive income			-1
Other equity capital components			0
Not available
Total bank equity capital			1,051,970
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,051,970
Total liabilities and equity capital			1,318,872

	Antonio I. Portuondo, President	)

	Loretta A. Lundberg, Managing Director	)                  Directors (Trustees)

	Jon M. Pocchia, Managing Director	)

(Exact name of obligor as specified in its charter)

Delaware	74-2099724
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	(a)	Name and address of each examining or supervising authority to which it is subject.

		Comptroller of Currency, Washington, D.C.
		Federal Deposit Insurance Corporation, Washington, D.C.

	(b)	Whether it is authorized to exercise corporate trust powers.
		The trustee is authorized to exercise corporate trust powers.

	WILMINGTON TRUST, NATIONAL ASSOCIATION

	By:	/s/ Chad May
	Name:	Chad May
	Title:	Vice President

		WILMINGTON TRUST, NATIONAL ASSOCIATION

Dated:	November 20, 2023	By:	/s/ Chad May
			Name: Chad May
			Title: Vice President

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:		669,843
Securities:		5,524
Federal funds sold and securities purchased under agreement to resell:		0
Loans and leases held for sale:		0
Loans and leases net of unearned income, allowance:		50,512
Premises and fixed asset		30,423
Other real estate owned:		55
Investments in unconsolidated subsidiaries and associated companies:		0
Direct and indirect investments in real estate ventures:		0
Intangible assets:		0
Other assets:		70,512
Total Assets:		826,814

LIABILITIES	Thousands of Dollars
Deposits		8,937
Federal funds purchased and securities sold under agreements to repurchase		0
Other borrowed money:		0
Other Liabilities:		7,870
Total Liabilities		87,807