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American Airlines Secondary Stock Offering Not Sitting Well With Investors

Paul Ausick

Published: November 10, 2020 11:22 am

American Airlines Group Inc. (NASDAQ: AAL) announced Tuesday that it had priced an underwritten offer of 38.5 million shares one day after the stock had gained more than 15%. The offering was made in addition to and is not part of an earlier at-the-market (ATM) prospectus that had a gross aggregate price of $1 billion.

According to a filing with the U.S. Securities and Exchange Commission (SEC), American has issued some $702 million in its ATM offering as of Monday and the airline has approximately $298 million remaining available for sale. The offering announced Tuesday morning has a gross aggregate value of $508.2 million at American’s Monday closing price of $13.20 per share.

The airline did not specify the per-share price of the new offering. Following the offering, American will have 541.1 million shares outstanding, including the new shares. The dilution to the number of outstanding shares prior to the offering would be about 7.5%.

BoA Securities is the underwriter of the offering and has agreed to purchase all 38.5 million shares on a take-or-pay basis and has been granted a 30-day option on another 5.8 million shares. BofA Securities may offer the shares “from time to time in one or more transactions on the Nasdaq, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.”

American plans to use the proceeds of the offering for general corporate purposes and to enhance its liquidity position. In its third-quarter earnings report, American said its pro forma liquidity balance at the end of September was approximately $15.6 billion and that it expected to close the year with more than $13 billion in total liquidity.

The airline burned through about $44 million in cash every day in the third quarter and expects to burn about $25 million to $30 million a day in the fourth quarter.

The COVID-19 pandemic has decimated the airline industry and a full recovery is not expected until late next year. While the offering should, indeed, boost American’s ability to survive the crisis, that doesn’t mean that investors have to welcome the dilution.

American expects the transaction to be completed on November 12.

American’s stock traded down nearly 4% in the late morning Tuesday, at $12.68 in a 52-week range of $8.25 to $30.78. The consensus price target on the stock is $10.97.