Sidley Austin LLP represented the underwriters in the offering. Vinson & Elkins advised Southwest Airlines Co.
Southwest Airlines Co. (NYSE: LUV) announced its underwritten public offering of $2.0 billion aggregate principal amount of 1.250% Convertible Senior Notes due 2025.
The aggregate principal amount of the Convertible Notes Offering was increased from the previously announced $1.0 billion.
The Company has granted the underwriters a 30-day option to purchase up to $300 million aggregate principal amount of additional Convertible Notes, solely to cover over-allotments, in the Convertible Notes Offering. The Convertible Notes will be convertible by holders if certain conditions are met, based on an initial conversion rate of 25.9909 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to a conversion price of approximately $38.48 per share, representing a premium of 35% above the offering price per share in the Common Stock Offering. The Company will settle conversions of the Convertible Notes in cash, shares of common stock, or a combination thereof at the Company’s election.
Morgan Stanley, BofA Securities, J.P. Morgan, BNP Paribas, and Citigroup are acting as the joint book-running managers for the Convertible Notes Offering, and Morgan Stanley, BofA Securities, and J.P. Morgan are acting as representatives of the underwriters of the offerings.
Southwest Airlines Co. is a domestic airline that provides primarily short-haul, high-frequency, and point-to-point services.
The Sidley Austin represented the underwriters with a team led by Kevin Lewis (picture) and Jon Daly. The team included also Michael Schiavone, David Ni/Partner, Kayleigh McNelis, Matthew Finkelstein, Tanner Groce, Leslie Slaughter, Sabina Wahl, Femi Aborisade, Nicholas Brown and Christian Molander-Barraza.
The V&E team was led by partners Robert Kimball, Brenda Lenahan and David Stone, with assistance from senior associates Katherine Frank and Stancell Haigwood and associates Cameron Land, Elizabeth Janicki, Claire Wenholz, Sydney Verner and Joanna Enns. Advising on tax matters were partners David Peck and Wendy Salinas and associate Lauren Meyers.
Involved fees earner: Femi Aborisade – Sidley Austin LLP; Nicholas Brown – Sidley Austin LLP; Jon Daly – Sidley Austin LLP; Matthew Finkelstein – Sidley Austin LLP; Tanner Groce – Sidley Austin LLP; Kevin Lewis – Sidley Austin LLP; Kayleigh McNelis – Sidley Austin LLP; Christian Molander-Barraza – Sidley Austin LLP; David Ni – Sidley Austin LLP; Michael Schiavone – Sidley Austin LLP; Leslie Slaughter – Sidley Austin LLP; Sabina Wahl – Sidley Austin LLP; Joanna Enns – Vinson & Elkins LLP; Katherine Frank – Vinson & Elkins LLP; Stancell Haigwood – Vinson & Elkins LLP; Elizabeth Janicki – Vinson & Elkins LLP; Robert Kimball – Vinson & Elkins LLP; Cameron Land – Vinson & Elkins LLP; Brenda Lenahan – Vinson & Elkins LLP; Lauren Messonnier Meyers – Vinson & Elkins LLP; David Peck – Vinson & Elkins LLP; David Stone – Vinson & Elkins LLP; Wendy Trahan Salinas – Vinson & Elkins LLP; Sydney Verner – Vinson & Elkins LLP; Claire Wenholz – Vinson & Elkins LLP;
Law Firms: Sidley Austin LLP; Vinson & Elkins LLP;
Clients: Bank of America Securities; BNP Paribas; Citigroup Inc.; JP Morgan; Morgan Stanley; Southwest Airlines Co;
