SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2017
SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction
|P.O. Box 36611, Dallas, Texas||75235-1611|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants telephone number, including area code: (214) 792-4000
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
On November 16, 2017, Southwest Airlines Co. (the Company) completed the public offering of $600,000,000 aggregate principal amount of debt securities, consisting of $300,000,000 aggregate principal amount of the Companys 2.750% Notes Due 2022 (the 2022 Notes) and $300,000,000 aggregate principal amount of the Companys 3.450% Notes due 2027 (the 2027 Notes and together with the 2022 Notes, the Notes). The Notes were issued under an indenture, dated as of September 17, 2004 (the Base Indenture), between the Company and Wells Fargo Bank, National Association, as trustee, as supplemented by that certain officers certificate of the Company, dated November 16, 2017 (the Officers Certificate and, together with the Base Indenture, the Indenture). A form of the Base Indenture was filed with the Securities and Exchange Commission (the Commission) as Exhibit 4.1 to the Companys automatic shelf registration statement on Form S-3 (Registration No. 333-203761) (the Registration Statement), filed with the Commission on April 30, 2015.
The forms of the 2022 Notes and the 2027 Notes (together, the Global Notes) issued pursuant to the Indenture are filed herewith as Exhibits 4.1 and 4.2, respectively, and the terms and conditions thereof are incorporated by reference herein. The Global Notes are also filed with reference to, and are hereby incorporated by reference into, the Registration Statement.
The material terms of the Notes are described in the prospectus supplement, dated November 14, 2017, filed by the Company with the Commission on November 15, 2017, pursuant to Rule 424(b)(5) of the Securities Act of 1933, which relates to the offer and sale of the Notes and supplements the prospectus, dated April 30, 2015, that constitutes a part of the Registration Statement. The Notes have been issued pursuant to the Registration Statement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
|4.1||Form of Global Note representing all 2.750% Notes Due 2022.|
|4.2||Form of Global Note representing all 3.450% Notes Due 2027.|
|5.1||Opinion of Vinson & Elkins L.L.P.|
|23.1||Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|SOUTHWEST AIRLINES CO.|
|Date: November 16, 2017||By:|| |
/s/ Mark R. Shaw
|Name:||Mark R. Shaw|
|Title:||Senior Vice President, General Counsel and Corporate Secretary|