RCruz ?
The reason that I suspect you?re confused is that in October, 2002
Southwest Airlines filed an S-3 statement regarding the intent to
offer 3 different bonds totaling $1 billion. These ?intent to offer?
statements are most-commonly called ?shelf registrations? and do the
groundwork for the legal paperwork necessary for the U.S. Securities
and Exchange Commission (SEC).
As you may well know, you can find SEC documents for public companies
since 1995 in the EDGAR database:
SEC
?Search the EDGAR database?
http://www.sec.gov/edgar/searchedgar/webusers.htm
From the 2003 and 2002 annual reports, we know that Southwest?s recent
major financing moves were:
1. A March 1, 2002 10-year 6.5% bond for $385 million, underwritten
by Merrill Lynch, Pierce Fenner & Smith. Merrill Lynch was the lead
in marketing $231M of the bonds, but 4other firms participated with
equal amounts ? Tokyo Mitsubishi International, First Union
Securities, Banc One Securities and Wells Fargo Brokerage Services.
?Southwest Airlines Prospectus Supplement,? (Feb. 28, 2002)
http://www.sec.gov/Archives/edgar/data/92380/000095013402001675/d94493b2e424b2.txt
2. Then in April, 2002 an unsecured revolving credit line of $575M was
set up with a team of banks. This is not a public debt issuance and
no prospectus was filed but it?s important because the line will
probably be replaced by one of the shelf offerings. Half of the $575M
line of credit expired in April, 2004; the other half expires in
April, 2005. Both were tied to the London Interbank Offer Rate
(LIBOR) at 75 basis points over the LIBOR.
BankRate.com puts the current 1-year LIBOR at 3.24%, up dramatically
from the 1.35% a year ago, so that would put Southwest borrowings at
3.99% -- if it were successful in negotiating an extension in the
line-of-credit:
BankRate.com
?Other Indexes?
http://www.bankrate.com/brm/ratewatch/other-indices.asp
3. On September 15, 2004, Southwest filed an amended prospectus to a
$350M bond that it put ?on the shelf? back in November, 2002. It
obviously anticipates the ending of the existing line (unless
extended) and takes into account the rising interest rate environment.
This one is underwritten by Citigroup Global Markets and is co-managed
by SunTrust Capital Markets. The other underwriters include Barclays
Capital, BNP Paribas Securities, Deutsche Bank Securities and UBS
Securities. It is for $350M in 5 1/4% 10-year bonds, with a maturity
of October 1, 2014. Interest on the notes is payable on April 1 and
October 1 of each year, beginning on April 1, 2005. We may redeem some
or all of the notes at any time.
Southwest Airlines
?Supplement to Prospectus dated 11/7/2002?
http://www.sec.gov/Archives/edgar/data/92380/000095013404013684/d18373b2e424b2.htm
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CONTINENTAL AIRLINES
=====================
Continental?s a little easier, inasmuch as the most recent activity
was a $175M, 20-year convertible bond issued Dec. 1, 2004. The final
revised prospectus is here:
Continental Airlines
?Post-effective Amendment to Prospectus dated 12/1/2004?
http://www.sec.gov/Archives/edgar/data/319687/000095012904009473/h20480posam.htm
J. P. Morgan Trust Company was the underwriter for the issuance. The
actual purchasers of the bonds are listed on pages 36-38 of the
prospectus, as are the number of shares each is entitled to if there
is a conversion to stock.
The extent to which public companies often move between investment
banks is noted in the original filing of the prospectus for this bond.
Continental notes, ?We do not believe we have had in the past three
years any material relationships with the selling securityholders
listed in the above table and such selling securityholders have not
advised us of any such material relationships. However, in the
ordinary course of business, Credit Suisse First Boston LLC, Deutsche
Bank, an affiliate of DBAG LONDON, BNP Paribas, an affiliate of BNP
Paribas Equity Strategies, SNC, and Morgan Stanley & Co.,
Incorporated, and each of their respective affiliates, have performed
in the past three years banking, investment banking, custodial,
advisory and other financial services for us or our subsidiaries from
time to time for which they have received customary fees and expenses.
In particular, an affiliate of Credit Suisse First Boston LLC is a
lender under our bank credit agreements. Credit Suisse First Boston
LLC, Deutsche Bank and Morgan Stanley & Co., Incorporated, and each of
their respective affiliates may, from time to time, engage in
transactions with and perform services for us in the future.?
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The Google search strategy is really an EDGAR search strategy, using
the SEC database to look for registration statements or prospectuses.
One has to be alert for amendments or changes to a prospectus, as they
are common.
Best regards,
Omnivorous-GA |
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