01—Abstract
Summary
Summary of the 8-K filed February 2, 2026. Cited figures are marked; the original filing is the authoritative source.
On February 2, 2026, United Airlines Holdings, Inc. (formerly known as United Continental Holdings, Inc., "UAL") issued $1,000,000,000a principal amount of 5.375% Senior Notes due 2031 in a public offering.
The Notes are guaranteed by its wholly-owned subsidiary United Airlines, Inc. and were issued under a 2013 base indenture as supplemented by a Sixth Supplemental Indenture dated February 2, 2026, with The Bank of New York Mellon Trust Company, N.A. as trustee. The Notes mature March 1, 2031 and pay interest semi-annually on March 1 and September 1, beginning September 1, 2026. The Notes are redeemable at UAL's option before September 1, 2030 at the greater of par and a make-whole amount, and at 100%b of principal plus accrued interest on or after that date.
Upon a Change of Control Triggering Event, holders may require repurchase at 101%c of principal plus accrued interest, unless a third party makes a change of control offer or UAL exercises its redemption right. The indenture includes covenants limiting liens securing borrowed money or capital leases and restricting mergers or transfers of substantially all assets, subject to specified exceptions.
The offering was registered under an automatic shelf registration statement on Form S-3 filed November 20, 2023, with the final prospectus supplement dated January 26, 2026. The filing also includes an opinion of Hughes Hubbard & Reed LLP confirming the Notes and Guarantee are binding obligations, and an underwriting agreement dated January 26, 2026 with Barclays Capital Inc. as representative.
02—Key points
Key Highlights
- $1.0 billion of 5.375% Senior Notes due March 1, 2031 issued February 2, 2026 in a public offering
- Notes are fully guaranteed by wholly-owned subsidiary United Airlines, Inc.
- Interest is payable semi-annually on March 1 and September 1, starting September 1, 2026
- Optional redemption at greater of par and make-whole before September 1, 2030; at par plus accrued interest thereafter
- Change of Control Triggering Event allows holders to require repurchase at 101% of principal plus accrued interest
- Indenture covenants limit liens securing borrowed money or capital leases and restrict mergers or sales of substantially all assets
- Issued under 2013 base indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, via Form S-3 shelf registration
03—Questions
Frequently Asked Questions
How much debt did United Airlines Holdings issue and when does it mature?
UAL issued $1,000,000,000 principal amount of 5.375% Senior Notes on February 2, 2026, maturing March 1, 2031.
Who guarantees the Notes?
The Notes are guaranteed by UAL's wholly-owned subsidiary, United Airlines, Inc.
When can UAL redeem the Notes early and at what price?
Before September 1, 2030, UAL may redeem at the greater of 100% of principal or a make-whole amount, plus accrued and unpaid interest. On or after September 1, 2030, redemption is at 100% of principal plus accrued and unpaid interest.
What protections do holders have if there is a change of control?
Upon a Change of Control Triggering Event, holders may require UAL to repurchase their Notes at 101% of principal plus accrued and unpaid interest, unless a third party makes a Change of Control Offer or UAL has exercised its redemption right.
What restrictions does the indenture place on the company?
The indenture limits UAL's ability to incur liens securing borrowed money or capital leases and to engage in mergers or consolidations or transfer all or substantially all of its assets, subject to specified exceptions.
04—Continue