In connection with the Exchange Offer, the Issuers are soliciting consents to the adoption of certain amendments (the “Proposed Amendments”) to the indenture governing the Existing Notes. Eligible Holders who tender their Existing Notes pursuant to the Exchange Offer must also deliver Consents to the Proposed Amendments. Eligible Holders may not deliver Consents to the Proposed Amendments without also validly tendering their Existing Notes.
As of the previously announced Early Exchange Time of 5:00 p.m., New York City time, on July 9, 2024, according to information provided by Global Bondholder Services Corporation, the Information and Exchange Agent for the Exchange Offer and Consent Solicitation, $1,110,278,214 aggregate principal amount (or approximately 92.5% of the outstanding principal amount) of the Existing Notes had been validly tendered and not validly withdrawn in the Exchange Offer. Consummation of the Exchange Offer and Consent Solicitation is conditioned upon the satisfaction or waiver of the conditions set forth in the Exchange Offer Materials (as defined below), including Eligible Holders validly tendering and not validly withdrawing at least $1,140,000,000 aggregate principal amount of Existing Notes (the “Minimum Participation Condition”), provided however, that (i) if Eligible Holders shall have validly tendered and not validly withdrawn at least $800,000,000, but less than $1,140,000,000, aggregate principal amount of Existing Notes, the Issuers may accept for exchange such Existing Notes in their sole and absolute discretion and shall have the right to waive the Minimum Participation Condition without extending the Withdrawal Deadline or Expiration Time and (ii) if Eligible Holders shall have validly tendered and not validly withdrawn less than $800,000,000 aggregate principal amount of Existing Notes, the Issuers shall not accept for payment such Existing Notes and the Issuers shall not have the right to waive the Minimum Participation Condition. In addition, the Exchange Offer and Consent Solicitation may be terminated or withdrawn at any time, in the Issuers’ sole and absolute discretion, subject to compliance with applicable law.
Although $1,110,278,214 aggregate principal amount, or approximately 92.5%, of the Existing Notes were tendered, the Issuers have waived the Minimum Participation Condition, and the Issuers will accept such Existing Notes tendered (and not validly withdrawn) on or prior to the Early Exchange Time at or around July 26, 2024 (the “Settlement Date”). The Total Exchange Consideration (as defined in the Offering Memorandum), which includes the Early Exchange Payment (as defined in the Offering Memorandum) of $50.0 in cash per $1,000 principal amount of Existing Notes, will be paid to holders of Existing Notes validly tendered on or prior to the Early Exchange Time and accepted by the Issuers for exchange, which will result in a payment on the Settlement Date of $825.0 of New Notes and $175.0 in cash for every $1,000 principal amount of Existing Notes tendered.
Holders of Existing Notes accepted in the Exchange Offer as of the Early Exchange Time will also receive an interest cash payment for each $1,000 principal amount of Existing Notes exchanged, representing interest, if any, that has accrued from the most recent interest payment date in respect of the Existing Notes up to, but not including the Settlement Date.
The Exchange Offer remains open and is scheduled to expire at 5:00 p.m., New York City time, on July 24, 2024, unless extended or earlier terminated by the Issuers (the “Expiration Time”). Existing Notes that have been tendered or that may be tendered prior to the Expiration Time may not be withdrawn. The deadline for withdrawing tenders of Existing Notes was 5:00 p.m., New York City time, on July 9, 2024 (the “Withdrawal Deadline”); as such, any previously tendered Existing Notes may no longer be withdrawn.
The Exchange Offer is being made solely to Eligible Holders upon the terms and subject to the conditions set forth in the confidential offering memorandum and solicitation statement (the “Offering Memorandum”) and the related letter of transmittal (the “Letter of Transmittal”), each dated June 24, 2024 (“Exchange Offer Materials”).
The Exchange Offer and Consent Solicitation is being made only (a) in the United States, to holders of Existing Notes who are reasonably believed to be “qualified institutional buyers,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (b) outside the United States, to holders of Existing Notes who are not “U.S. persons” (as defined in Regulation S under the Securities Act) in offshore transactions in compliance with Regulation S. We refer to the holders of Existing Notes who have certified that they are eligible to participate in the Exchange Offer and Consent Solicitation pursuant to at least one of the foregoing conditions as “Eligible Holders.”
The complete terms and conditions of the Exchange Offer and Consent Solicitation are described in the Exchange Offer Materials, copies of which may be obtained by Eligible Holders by contacting Global Bondholder Services Corporation, Attn: Corporate Action, 65 Broadway, Suite 404, New York, New York 10006, telephone number: (855) 654-2015 (toll-free) or (212) 430-3774 (for Banks and Brokers) to complete the eligibility process. The eligibility certificate is available electronically at: https://gbsc-usa.com/eligibility/hawaiian and is also available by contacting Global Bondholder Services Corporation. Holders of Existing Notes that are not Eligible Holders will not be able to receive such documents, but may call us at the numbers set forth above for further instructions.
