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Form 8-K for SOUTHWEST AIRLINES CO
20-Sep-2007
Entry into a Material Definitive Agreement, Financial Statements and Exhibi
Item 1.01 Entry into a Material Definitive Agreement.
On September 19, 2007, Southwest Airlines Co. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated and Citgroup Global Markets Inc., as representatives of the several underwriters named in the Underwriting Agreement (the "Underwriters"), in connection with the issuance and sale of a total of $500,000,000 of Southwest Airlines Co. Pass Through Trust Certificates, Series 2007-1 (the "Certificates"). The Company expects delivery of the Certificates will be made under the Underwriting Agreement on or about October 3, 2007 in two different series, comprised of $412,100,000 of Class A Certificates with a coupon of 6.15% per annum and $87,900,000 of Class B Certificates with a coupon of 6.65% per annum. Each class of Certificates will be issued by a different pass through trust.
The pass through trusts will use the proceeds from the sale of Certificates to acquire equipment notes from the Company. The equipment notes will be secured by 16 Boeing aircraft owned by the Company. Payments on the equipment notes held in each pass through trust will be passed through to the certificateholders of such trust.
The Certificates are offered pursuant to the Prospectus Supplement, dated September 19, 2007, to the Prospectus, dated September 26, 2005, which forms a part of the Company's shelf registration statement on Form S-3 (Registration No. 333-126738) (the "Registration Statement"), filed with the Securities and Exchange Commission on July 20, 2005, and amended on September 23, 2005.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The Underwriting Agreement is hereby incorporated by reference into the Registration Statement as an exhibit thereto.
The Underwriters or their affiliates have from time to time provided and/or may in the future provide investment banking, commercial banking and financial advisory services to the Company, for which they have received or will receive customary compensation.
Item 9.01 Financial Statements and Exhibits.
Exhibit 1.1, Exhibit 23.2, Exhibit 23.3 and Exhibit 23.4 are incorporated by reference into the Registration Statement on Form S-3 (333-126738) of Southwest Airlines Co. as exhibits thereto and are filed as part of this Current Report on Form 8-K
20-Sep-2007
Entry into a Material Definitive Agreement, Financial Statements and Exhibi
Item 1.01 Entry into a Material Definitive Agreement.
On September 19, 2007, Southwest Airlines Co. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated and Citgroup Global Markets Inc., as representatives of the several underwriters named in the Underwriting Agreement (the "Underwriters"), in connection with the issuance and sale of a total of $500,000,000 of Southwest Airlines Co. Pass Through Trust Certificates, Series 2007-1 (the "Certificates"). The Company expects delivery of the Certificates will be made under the Underwriting Agreement on or about October 3, 2007 in two different series, comprised of $412,100,000 of Class A Certificates with a coupon of 6.15% per annum and $87,900,000 of Class B Certificates with a coupon of 6.65% per annum. Each class of Certificates will be issued by a different pass through trust.
The pass through trusts will use the proceeds from the sale of Certificates to acquire equipment notes from the Company. The equipment notes will be secured by 16 Boeing aircraft owned by the Company. Payments on the equipment notes held in each pass through trust will be passed through to the certificateholders of such trust.
The Certificates are offered pursuant to the Prospectus Supplement, dated September 19, 2007, to the Prospectus, dated September 26, 2005, which forms a part of the Company's shelf registration statement on Form S-3 (Registration No. 333-126738) (the "Registration Statement"), filed with the Securities and Exchange Commission on July 20, 2005, and amended on September 23, 2005.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The Underwriting Agreement is hereby incorporated by reference into the Registration Statement as an exhibit thereto.
The Underwriters or their affiliates have from time to time provided and/or may in the future provide investment banking, commercial banking and financial advisory services to the Company, for which they have received or will receive customary compensation.
Item 9.01 Financial Statements and Exhibits.
Exhibit 1.1, Exhibit 23.2, Exhibit 23.3 and Exhibit 23.4 are incorporated by reference into the Registration Statement on Form S-3 (333-126738) of Southwest Airlines Co. as exhibits thereto and are filed as part of this Current Report on Form 8-K
