Kirkland advised United Airlines Holdings, Inc. (NASDAQ: UAL) on a $6.8 billion financing comprised of $3.8 billion of bonds and $3.0 billion of term loans secured by the airline’s loyalty program, MileagePlus. The transaction was highly innovative in that it required the movement of the MileagePlus program to a newly-formed subsidiary that was structured to be bankruptcy remote and involved a covenant structure that is a hybrid between a securitization and a corporate debt issuance. The financing is the first loyalty program financing of its kind because it allows United to retain full ownership, and remain in operational control of MileagePlus, while providing United liquidity and flexibility as the airline navigates the most disruptive crisis in the history of aviation.
Kirkland had previously advised United in connection with the Payroll Support Program established for air carriers under the CARES Act. On April 20, 2020, United entered into a Payroll Support Program Agreement with the U.S. Department of the Treasury, providing United with approximately $5 billion to pay employee wages, salaries and benefits. In total, Kirkland assisted United in raising $11.8 billion in the second quarter of 2020.
The MileagePlus team was led by debt finance partner Michelle Kilkenney and capital markets partner Sophia Hudson and the team also included debt finance partners Katie Bolanowski and Rustin M. Brown, associates Claire Rokita and Roxanne A. Walton and paralegal Henry Rosas, capital markets partner Alexander M. Schwartz and associate Eileen Katherine Kelly, transactional associates Joshua G. Bass, Joshua P. Cowin, Brian Guerinot, Keli Huang, Andrew D. Kang and Kevin Simms and paralegal Stephanie Levy, technology & IP transaction partners Adam V. Petravicius, Matthew Colman and Seth Traxler, and associates Chris Hinman, Jake Lipnik, Adine Mitrani, Melissa Moreno, Josh Patten and Jeffrey Seroogy and paralegal Raza Siddiqui, asset finance/securitization partner Jeffrey S. O'Connor and associate Joel E. Weinberger, litigation partners Atif Khawaja, Rachel M. Fritzler and Bobby Earles and associates Ariel Geist, Jenny Lee and Josh Mathew, taxation partners Sara B. Zablotney and Anthony Vincenzo Sexton and associate Rhonda Dinkins with support from taxation partners Oded Schein and Daniel Hiemer, transactional partner Peter Martelli and associates Romain Dambre and Adarsh Varghese, and restructuring partner Chad Husnick.
The CARES Act team was led by debt finance partners Jay Ptashek and Omar Raddawi and associate Dawson Kirkland, capital markets partner Sophia Hudson and associate Jennifer Trejo, transactional partners Peter Martelli, Sean Rodgers and Maggie Flores, and tax partners Sara Zablotney and Anthony Vincenzo Sexton and associate Rhonda Dinkins.