DALLAS, Nov. 10, 2016 /PRNewswire/ -- Southwest Airlines Co. (NYSE: LUV) announced
today that it received notice of an unsolicited "mini-tender" offer
by TRC Capital Corporation (TRC Capital) to purchase up to
2,500,000 shares, or approximately 0.4 percent of the outstanding shares,
of Southwest's common stock at a price of $38.63 per share. The offer price is 4.33 percent
below the closing price per share of Southwest's common stock on
November 4, 2016, the last trading
day before the offer was commenced. TRC Capital may terminate
or amend its offer if certain conditions occur, including any
decrease in the market price of Southwest's common stock from the
price on the date of the offer.
Southwest does not endorse TRC Capital's unsolicited mini-tender
offer and is not associated with TRC Capital, its mini-tender
offer, or the mini-tender offer documents. Because TRC
Capital's offer price is at a price below the current market price,
Southwest recommends that Shareholders not tender their shares
(i.e., take no action) or, if they have already tendered shares,
withdraw their shares by providing the written notice described in
the TRC Capital mini-tender offer documents prior to the expiration
of the offer, currently scheduled for 12:01
a.m., New York City time,
on Wednesday, December 7, 2016.
Mini-tender offers, such as this one, are third-party offers
that seek to acquire less than 5 percent of a company's outstanding
shares. These offers typically do not provide the same
investor protections required of larger tender offers, including
the filing of disclosure documents with the Securities and Exchange
Commission (SEC) and other procedures required by U.S. securities
laws.
The SEC has cautioned investors that "some bidders make
mini-tender offers at below-market prices, hoping that they will
catch investors off guard if the investors do not compare the offer
price to the current market price." The SEC's guidance to investors
on mini-tender offers is available
at http://www.sec.gov/investor/pubs/minitend.htm. TRC Capital
has made many similar unsolicited mini-tender offers for shares of
other public companies.
Shareholders should obtain current market quotations for their
shares, consult with their broker or financial advisor, and
exercise caution with respect to TRC Capital's mini-tender offer.
Southwest encourages brokers and dealers, as well as other
market participants, to review the SEC's letter regarding
broker-dealer mini-tender offer dissemination and disclosure
at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Southwest requests that a copy of this press release be included
with all distributions of materials relating to TRC Capital's
mini-tender offer related to shares of Southwest's common
stock.
ABOUT SOUTHWEST AIRLINES CO.
In its 46th year of service, Dallas-based Southwest Airlines (NYSE: LUV)
continues to differentiate itself from other air carriers with
exemplary Customer Service delivered by more than 53,000 Employees
to more than 100 million Customers annually. Southwest
operates more than 3,900 departures a day during peak travel season
across a network of 98 destinations in the United States and seven additional
countries with service to Varadero, Cuba beginning Nov. 13,
2016, and to Havana, Cuba,
beginning Dec. 12, 2016, both routes
subject to governmental approvals.
Based on the U.S. Department of Transportation's most recent
data, Southwest Airlines is the nation's largest carrier in terms
of originating domestic passengers boarded. The Company operates
the largest fleet of Boeing aircraft in the world, the majority of
which are equipped with satellite-based WiFi providing gate-to-gate
connectivity. That connectivity enables Customers to use
their personal devices to view video on-demand movies and
television shows, as well as nearly 20 channels of free, live TV
compliments of our valued Partners. Southwest created
TransfarencySM, a philosophy which treats Customers
honestly and fairly, and in which low fares actually stay low.
Southwest is the only major U.S. airline to offer bags fly
freeĀ® to everyone (first and second checked pieces of
luggage, size and weight limits apply, some airlines may allow free
checked bags on select routes or for qualified circumstances), and
there are no change fees, though fare differences might apply. The
airline proudly unveiled a bold new look: Heart. A new
logo, aircraft livery, interior design featuring a new seat and
Flight Attendant galley, Employee-designed uniforms, and an updated
airport experience all showcase the dedication of Southwest
Employees who connect Customers with what's important in their
lives.
From its first flights on June 18,
1971, Southwest Airlines launched an era of unprecedented
affordability in air travel described by the U.S. Department of
Transportation as "The Southwest Effect," a lowering of fares and
increase in passenger traffic whenever the carrier enters new
markets. With 43 consecutive years of profitability,
Southwest is one of the most honored airlines in the world, known
for a triple bottom line approach that contributes to the carrier's
performance and productivity, the importance of its People and the
communities they serve, and an overall commitment to efficiency and
the planet. The 2015 Southwest Airlines One Reportā¢ can be found at
SouthwestOneReport.com.
Book Southwest Airlines' low fares online at Southwest.com or by
phone at 800-I-FLY-SWA.
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SOURCE Southwest Airlines Co.