SEC Company Response from American Airlines Group (AAL) — Jun 10, 2013
American Airlines Group Inc.
Date: June 10, 2013 · CIK: 0000006201 · Accession: 0001193125-13-252579
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-187933
Referenced dates: June 6, 2013
Letter
Via EDGAR Transmission and E-Mail United States Securities and Exchange Commission Division of Corporation Finance Re: AMR Corporation Registration Statement on Form S-4 Filed April 15, 2013 File No. 333-187933
Dear Ms. Block:
On behalf of our clients, AMR Corporation (“AMR”) and US Airways Group, Inc. (“US Airways Group” and, together with AMR, the “parties”), please find responses to the comments of the staff of the United States Securities and Exchange Commission (the “Staff”) sent to AMR in a letter dated June 6, 2013 regarding AMR’s registration statement on Form S-4 (the “Registration Statement”) (File No. 333-187933).
Set forth below in bold are comments from the Staff’s letter. Immediately below each of the Staff’s comments is AMR’s response to that comment. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter and includes the caption used in the comment letter.
Ms. Susan Block
U. S. Securities and Exchange Commission
June 10, 2013
Page 2
General
1. We note your response to our prior comment 6. Please address in a risk factor any risks related to FAA approvals required in connection with integration of American and US Airways after the Closing.
In response to the Staff’s comment, in the next pre-effective amendment of the Registration Statement, the following disclosure will be added as a new paragraph in the risk factor captioned, “AAG’s business will be subject to extensive government regulation, which may result in increases in its costs, disruptions to its operations, limits on its operating flexibility, reductions in the demand for air travel, and competitive disadvantages”:
Subsequent to the Closing, AAG intends to submit to the FAA a transition plan for merging the day-to-day operations of its two mainline airlines, American and US Airways, under a single operating certificate. The issuance of a single operating certificate will occur when the FAA agrees that AAG has achieved a level of integration that can be safely managed under one certificate. While the parties currently believe that such approval can be obtained within two years from the Closing, the actual time required and cost incurred to receive this approval cannot be predicted. Any delay in the grant of such approval or increase in costs beyond those presently expected could have a material adverse effect on the completion date of AAG’s integration plan and receipt of the benefits expected from that plan.
2. We note your response to our prior comment 12. Please remove any limitation on reliance, as found in the first sentence of the last paragraph. Similarly, revise the first sentence in the last paragraph in the Exhibit 8.2 opinion.
In response to the Staff’s comment, the requested revisions have been reflected in the opinions filed with Amendment No. 3 to the Registration Statement.
We are deeply appreciative of the willingness of the Staff to work with us to facilitate a review of these draft materials and more generally to endeavor to accommodate our timing desires.
AMR - 2
Ms. Susan Block
U. S. Securities and Exchange Commission
June 10, 2013
Page 3
If you have any questions or would like to discuss any of the responses, please do not hesitate to call Tom (212-310-8479), Mary (214-939-4906) or Tony (650-463-2643) or, if more convenient, contact us via e-mail (thomas.roberts@weil.com, mary.korby@klgates.com or tony.richmond@lw.com).
Sincerely,
/s/ Thomas A. Roberts
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CORRESP
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CORRESP
June 10, 2013
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
(214) 746-7700 tel
(214) 746-7777 fax
K&L Gates LLP
1717 Main
Street, Suite 2800
Dallas, Texas 75201
(214) 939-5500 tel
(214) 939-5849
fax
Latham & Watkins LLP
140
Scott Drive
Menlo Park, California 94025
(650) 328-4600 tel
(650) 463-2600 fax
Via EDGAR Transmission and E-Mail
Ms. Susan Block
Attorney-Advisor
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Re:
AMR Corporation
Registration Statement on Form S-4
Filed April 15, 2013
File No. 333-187933
Dear
Ms. Block:
On behalf of our clients, AMR Corporation (“AMR”) and US Airways Group, Inc. (“US
Airways Group” and, together with AMR, the “parties”), please find responses to the comments of the staff of the United States Securities and Exchange Commission (the “Staff”) sent to AMR in a letter dated
June 6, 2013 regarding AMR’s registration statement on Form S-4 (the “Registration Statement”) (File No. 333-187933).
Set forth below in bold are comments from the Staff’s letter. Immediately below each of the Staff’s comments is AMR’s response to that comment. For your convenience, each of the numbered
paragraphs below corresponds to the numbered comment in the Staff’s comment letter and includes the caption used in the comment letter.
Ms. Susan Block
U. S. Securities and Exchange Commission
June 10, 2013
Page 2
General
1. We note your response to our prior comment 6. Please address in a risk factor any risks related to FAA approvals required in connection with integration of American and US Airways after the
Closing.
In response to the Staff’s comment, in the next pre-effective amendment of the Registration Statement, the
following disclosure will be added as a new paragraph in the risk factor captioned, “AAG’s business will be subject to extensive government regulation, which may result in increases in its costs, disruptions to its operations, limits on
its operating flexibility, reductions in the demand for air travel, and competitive disadvantages”:
Subsequent to the Closing, AAG intends to submit to the FAA a transition plan for merging the day-to-day operations of its
two mainline airlines, American and US Airways, under a single operating certificate. The issuance of a single operating certificate will occur when the FAA agrees that AAG has achieved a level of integration that can be safely managed under one
certificate. While the parties currently believe that such approval can be obtained within two years from the Closing, the actual time required and cost incurred to receive this approval cannot be predicted. Any delay in the grant of such approval
or increase in costs beyond those presently expected could have a material adverse effect on the completion date of AAG’s integration plan and receipt of the benefits expected from that plan.
2. We note your response to our prior comment 12. Please remove any limitation on reliance, as found in the first sentence of the last
paragraph. Similarly, revise the first sentence in the last paragraph in the Exhibit 8.2 opinion.
In response to the
Staff’s comment, the requested revisions have been reflected in the opinions filed with Amendment No. 3 to the Registration Statement.
We are deeply appreciative of the willingness of the Staff to work with us to facilitate a review of these draft materials and more generally to endeavor to accommodate our timing desires.
AMR - 2
Ms. Susan Block
U. S. Securities and Exchange Commission
June 10, 2013
Page 3
If you have any questions or would like to discuss any of the responses, please do not
hesitate to call Tom (212-310-8479), Mary (214-939-4906) or Tony (650-463-2643) or, if more convenient, contact us via e-mail (thomas.roberts@weil.com, mary.korby@klgates.com or tony.richmond@lw.com).
Sincerely,
/s/ Thomas A. Roberts
Thomas A. Roberts
/s/ Mary R. Korby
Mary R. Korby
/s/ Anthony J. Richmond
Anthony J. Richmond
Cc:
Sonia Bednarowski
U.S. Securities and Exchange Commission
Aamira Chaudhry
U.S. Securities and Exchange Commission
Lyn Shenk
U.S. Securities and Exchange Commission
Gary F. Kennedy
Senior Vice President, General Counsel
and Chief Compliance Officer
AMR Corporation
Stephen L. Johnson
Executive Vice President – Corporate and
Government Affairs
US Airways Group, Inc.
AMR - 3