Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated May 14, 2013
Relating to Preliminary Prospectus Supplement dated May 14, 2013
Registration No. 333-187255
Pricing Supplement
Dated May 14, 2013
Hawaiian Airlines, Inc.
$444,540,000
2013-1 Pass Through Trust
Class A and Class B Pass Through Certificates, Series 2013-1
Pricing Supplement dated May 14, 2013 to the preliminary prospectus supplement dated May 14, 2013 (as supplemented, the “Preliminary Prospectus Supplement”) of Hawaiian Airlines, Inc. (“Hawaiian Airlines”).
The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement.
Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement.
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Securities: |
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Class A Pass Through Certificates, Series 2013-1 (“Class A Certificates”) |
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Class B Pass Through Certificates, Series 2013-1 (“Class B Certificates”) |
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Amount: |
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$328,260,000 |
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$116,280,000 |
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CUSIP: |
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419838 AA5 |
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419839 AA3 |
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ISIN: |
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US419838AA57 |
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US419839AA31 |
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Coupon: |
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3.90% |
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4.95% |
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Make-Whole Spread over Treasuries: |
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0.35% |
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0.50% |
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Available Amount under Liquidity Facility at January 15, 2015: |
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$18,583,110 |
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$8,391,735 |
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Initial Maximum Commitment Amount Under Liquidity Facility: |
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$20,874,601 |
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$9,385,250 |
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Public Offering Price: |
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100% |
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100% |
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Underwriting: |
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Citigroup Global Markets Inc. |
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$118,173,600 |
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$41,860,800 |
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Goldman, Sachs & Co. |
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$82,065,000 |
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$29,070,000 |
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Morgan Stanley & Co. LLC |
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$82,065,000 |
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$29,070,000 |
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Natixis Securities Americas LLC |
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$29,543,400 |
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$10,465,200 |
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J.P. Morgan Securities LLC |
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$8,206,500 |
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$2,907,000 |
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Wells Fargo Securities, LLC |
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$8,206,500 |
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$2,907,000 |
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Concession to Selling Group Members: |
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0.50% |
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0.50% |
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Discount to Broker/Dealers: |
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0.25% |
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0.25% |
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Underwriting Commission: |
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$4,445,400 |
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Hawaiian Airlines’s Transaction Expenses (estimated): |
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$2,500,000 |
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Underwriting Agreement: |
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Dated May 14, 2013 |
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Settlement: |
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May 29, 2013 (T+10) closing date, the 10th business day following the date hereof |
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Preliminary Prospectus Supplement: |
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Hawaiian Airlines has prepared a Preliminary Prospectus Supplement, dated May 14, 2013, which includes additional information regarding the Class A and Class B Certificates |
The issuer and Hawaiian Holdings, Inc., as parent guarantor, have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the parent guarantor have filed with the SEC for more complete information about the issuer, the parent guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citi toll-free at 1-212-723-6171, Goldman Sachs toll-free at 1-866-471-2526 or Morgan Stanley toll-free at 1-866-718-1649.