SELLING SECURITYHOLDER
We are registering the resale of warrants (the Warrants) to purchase up to 13,703,876 shares of our common stock, par value $0.01
per share, and the shares of such common stock (the Warrant Shares) issuable upon the exercise of the Warrants, in each case, by the selling securityholder named herein from time to time.
On April 20, 2020 (the PSP Closing Date), American, Envoy Air Inc., Piedmont Airlines, Inc. and PSA Airlines, Inc., each a
wholly-owned subsidiary of our company, entered into the PSP Agreement with Treasury, with respect to the Payroll Support Program under the CARES Act. In connection with our entry into the PSP Agreement, on the PSP Closing Date, we entered into a
Warrant Agreement (the Warrant Agreement) with Treasury.
Pursuant to the PSP Agreement, Treasury provided us with financial
assistance in the aggregate amount of approximately $5,815 million. As partial compensation to the U.S. Government for the provision of financial assistance under the Payroll Support Program, we issued the Warrants to Treasury pursuant to the
Warrant Agreement. The initial exercise price of each Warrant Share is $12.51 (which was the closing price of our common stock on Nasdaq on April 9, 2020). The exercise price and the number of Warrant Shares to be issued are subject to
adjustment as a result of certain anti-dilution provisions provided for in the Warrants.
We issued Warrants to Treasury on the PSP
Closing Date, May 29, 2020, June 30, 2020 and July 30, 2020 with the right to purchase 6,732,034 Warrant Shares, 2,788,737 Warrant Shares, 2,788,737 Warrant Shares and 1,394,368 Warrant Shares, respectively. The Warrants are
exercisable until the fifth anniversary of the issuance date of the applicable Warrant.
We agreed to register the resale of the Warrants
and Warrant Shares pursuant to the Warrant Agreement.
Additionally, we may issue warrants to Treasury for up to approximately
38 million shares of our common stock, assuming we draw the full $4.75 billion principal amount of the secured loan pursuant to the CARES Act that is contemplated by a term sheet we have entered into with the Treasury.
The following tables set forth information as of July 31, 2020, with respect to the selling securityholder for whom we are registering
Warrants and Warrant Shares for sale to the public, the number of shares of our common stock and Warrants owned by the selling securityholder prior to this offering, the percentage of common stock and Warrants owned by the selling securityholder
prior to this offering, the number of Warrants and Warrant Shares being offered pursuant to this prospectus supplement, the number of shares of our common stock and Warrants to be owned upon completion of this offering, assuming all such Warrants
and Warrant Shares are sold, and the percentage of common stock and Warrants owned by the selling securityholder after this offering, assuming all such Warrants and Warrant Shares are sold.
In the table below for the Warrant Shares, the number of Warrant Shares that may be offered pursuant to this prospectus supplement is the
number of shares of common stock issuable pursuant to the Warrants. Pursuant to Rule 416 under the Securities Act, this prospectus supplement also covers any additional shares of our common stock that may become issuable in connection with the
Warrant Shares by reason of a stock dividend, stock split or other similar transaction effected without us receiving any cash or other value, which results in an increase in the number of shares of our common stock outstanding.
As used in this prospectus supplement, the term selling securityholder includes the selling securityholder listed below, and any
donees, pledgees, transferees or other successors in interest selling Warrant Shares received after the date of this prospectus supplement from the selling securityholder as a gift, pledge, or other non-sale
related transfer. The number of shares in the column Number of Warrant Shares Offered represents all of the Warrant Shares that the selling securityholder may offer under this prospectus supplement. The number of Warrants in the column
Number of Warrants Offered represents all of the Warrants that the selling
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