UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d) Date of ~~the~~earliest event reported): ~~Securities~~February ~~Exchange~~1, ~~Act of 1934~~2021

Date of Report (Date of earliest event reported): October 28, 2020

UNITED AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-10323	74-2099724
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

233 S. Wacker Drive, Chicago,IL		60606
233 S. Wacker Drive, Chicago, IL	60606
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

(872) 825-4000

Registrant’s telephone number, including area code

(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)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~TradingSymbol~~Trading Symbol Name of each exchange on which registered None None None

Indicate by check mark whether the registrant is an 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 ~~October~~February 281, ~~2020~~2021 (the “Issuance Date”), United Airlines, Inc. (the “Company”) and Wilmington Trust, National Association, as mortgagee (the “Mortgagee”), subordination agent under the Intercreditor Agreement (as defined below) and pass through trustee (the “Trustee”) under aeach ~~certain~~of ~~pass~~the ~~through~~United ~~trust~~Airlines ~~newly~~Pass ~~formed~~Through byTrust 2020-1A (the ~~Company~~“Class A Trust”) and the United Airlines Pass Through Trust 2020-1B (the “Class B Trust”), entered into the Class B Note Purchase Agreement, dated as of the Issuance ~~Date~~ Date (the “Note Purchase Agreement”). The Note Purchase Agreement was entered into in connection with the public offering by the Company of $600,000,000 face amount of United Airlines Class B Pass Through Certificates, Series 2020-1 (the “Class B Certificates”). Previously, on October 28, 2020, the Company sold $3,000,000,000 face amount of United Airlines Class A Pass Through Certificates, Series 2020-1 (the “Class A Certificates”), which are of the same series as the Class B Certificates.

Pursuant to the Note Purchase Agreement, on the Issuance Date, the Company issued for the benefit of the ~~United~~Class B ~~Airlines Pass Through~~ Trust ~~2020-1A~~ ~~(the “Trust”)~~ a Series AB equipment note (the “Series B Equipment Note”) in the aggregate principal amount of $3600,000,000~~,000~~. The Series B Equipment Note was issued under the Trust Indenture and Mortgage, dated as of October 28, 2020 between the ~~Issuance~~Company ~~Date~~and the Mortgagee (the “Original Indenture”), as amended by Amendment No. 1 to Trust Indenture and Mortgage, dated as of February 1, 2021 between the Company and the Mortgagee (the “Amendment”, and the Original Indenture, as amended by the Amendment, the “Indenture”). The Company entered into the Original Indenture in connection with the earlier sale by the Company of the Class A Certificates. In connection with such sale, the Company issued for the benefit of the Class A Trust a Series A equipment note (the “Series A Equipment Note” and, together with the Series B Equipment Note, the “Equipment Notes”). The Amendment revised the Original Indenture to provide, among other things, for the issuance of the Series B Equipment Note. The Series B Equipment Note is subordinated as to payment to the Series A Equipment Note pursuant to the Indenture. The Equipment Notes have been initially secured by substantially all of the Company’s aircraft spare parts from time to time, as well as by a designated group of 99 spare engines and 352 aircraft owned by the Company.

The Series B Equipment Note was purchased on the Issuance Date at a purchase price of 100% of the principal amount thereof using the proceeds of the offering of ~~the United Airlines Pass Through Certificates, Series 2020-1A (the “Certificates”). The proceeds from the sale~~ of ~~the~~ ~~Equipment Note were used by~~ the ~~Company to repay in full on the Issuance Date the $2.0~~Class ~~billion aggregate principal amount outstanding under the term loan facility it entered into on March 9, 2020~~B ~~with JPMorgan Chase Bank, N~~Certificates.~~A.,~~ as administrative agent, and the lenders party thereto (the “Used Aircraft Facility”), the $500 million aggregate principal amount outstanding under the term loan facility it entered into on March 20, 2020 with Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto (the “Spare Parts Facility”), and the $250 million aggregate principal amount outstanding under the term loan facility it entered into on April 7, 2020 with Bank of America, N.A., as administrative agent, and the lenders party thereto (the “Spare Engines Facility” and together with the Used Aircraft Facility and the Spare Parts Facility, the “Bridge Facilities”). As a result of such repayment, the Bridge Facilities were terminated on October 28, 2020. The Company will use the proceeds from the sale of the ~~Equipment Note~~Series ~~not~~B ~~used~~Equipment inNote ~~connection with the repayment of the Bridge Facilities~~ to pay fees and expenses relating to the offering of the Class B Certificates and for the Company’s general corporate purposes.

~~From~~The ~~time~~Series toB ~~time,~~Equipment ~~the~~Note ~~lenders~~bears ~~under~~interest at a rate per annum of 4.875%. Interest on the ~~Bridge~~Series ~~Facilities~~B ~~or their~~Equipment ~~affiliates~~Note ~~have~~is ~~performed~~payable ~~and~~quarterly ~~are~~on ~~performing~~January ~~investment~~15, ~~banking~~April 15, July 15 and ~~advisory~~October 15 ~~services~~of ~~for~~each year, ~~and~~beginning ~~have~~April ~~provided~~15, ~~and~~2021. Principal payments on the Series B Equipment Note are ~~providing~~scheduled on January 15, April ~~general~~15, ~~financing~~July 15 and ~~banking~~October ~~services~~15 toof each year, beginning on April 15, 2021, with the ~~Company~~final ~~and~~payment ~~its~~due ~~affiliates.~~on InJanuary ~~particular~~15, ~~affiliates~~2026. ofPayments on the ~~lenders~~Series ~~under~~B Equipment Note held for the ~~Bridge Facilities~~benefit ~~acted~~of asthe ~~underwriters~~Class inB Trust will be passed through to the ~~offering~~holders of the Class B Certificates., subject to the Amended and Restated Intercreditor Agreement,

The obligations of the Company under each of the Used Aircraft Facility, the Spare Parts Facility and the Spare Engines Facility were secured by liens on certain aircraft, spare parts and spare engines, respectively. Upon issuance of the Certificates and the Equipment Note and payment by the Company of amounts due under the Bridge Facilities, the liens on the collateral securing such applicable Bridge Facility were released, including liens on assets that serve as collateral under the Equipment Note.

The Equipment Note bears interest at a rate per annum of 5.875%. Interest on the Equipment Note is payable quarterly on January 15, April 15, July 15 and October 15 of each year, beginning January 15, 2021. Principal payments on the Equipment Note are scheduled on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2021, with the final payment due on October 15, 2027. Payments on the Equipment Note held for the benefit of the Trust will be passed through to the holders of the Certificates, subject to the Intercreditor Agreement, dated as of the Issuance Date, among the Trustee, Goldman Sachs Bank USA, Barclays Bank PLC and Morgan Stanley Bank, N.A., as liquidity providers, and Wilmington Trust, National Association, as subordination agent and trustee (the “Intercreditor Agreement”).

-2-

dated as of the Issuance Date, among the Trustee, Goldman Sachs Bank USA, Barclays Bank PLC, Morgan Stanley Bank, N.A., Citibank, N.A. and Credit Suisse AG, New York Branch, as liquidity providers, and Wilmington Trust, National Association, as subordination agent and trustee (the “Intercreditor Agreement”).

Pursuant to the Indenture, the Company is required to deliver to the Mortgagee semiannually separate appraisals of each of the following included in the collateral: (i) the spare parts, (ii) the spare engines, (iii) the aircraft less than 20 years old as of August 31, 2020 (the “Tier I Aircraft”) and (iv) the aircraft 20 years or older as of such date and certain specified models of aircraft regardless of age (the “Tier II Aircraft”). If the loan to value ratio determined pursuant to such appraisals of any of the following three groups of collateral (each, a “Collateral Group”): (i) the spare parts and spare engines, collectively, (ii) the Tier I Aircraft or (iii) the Tier II Aircraft, is greater than the specified maximum loan to value ratio applicable to such Collateral Group (an “LTV Breach”), the Company will be required to do one or more of the following, which in the aggregate cures such LTV Breach:

(a) grant a security interest in certain additional collateral; (b) deposit with the Mortgagee cash or certain permitted investments as additional collateral; or (c) pay to the Mortgagee not less than the difference between the specified minimum collateral value for the applicable Collateral Group and the appraised value of the applicable Collateral Group, to be applied to redeem the Equipment Notes.

Maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by the Company (bin some cases after notice or the expiration of a grace period, or both) ~~deposit~~to ~~with~~make payments under the ~~Mortgagee~~Indenture ~~cash~~when due or to comply with certain ~~permitted~~covenants, ~~investments~~as well as ~~additional~~certain bankruptcy ~~collateral;~~events orinvolving the Company.

~~(c)~~The ~~pay~~Class B Certificates were registered for offer and sale pursuant to the ~~Mortgagee~~Securities ~~not~~Act ~~less~~of ~~than~~1933, as amended (the ~~difference~~“Securities ~~between~~Act”), under the ~~specified~~Company’s ~~minimum~~automatic shelf ~~collateral~~registration ~~value~~statement ~~for~~on ~~the~~Form ~~applicable~~S-3 ~~Collateral~~(File ~~Group~~No. ~~and~~333-250153) (the ~~appraised~~“Registration ~~value~~Statement”). The Class B Certificates were offered pursuant to a final Prospectus Supplement of the ~~applicable~~Company, ~~Collateral~~dated ~~Group~~January 25, 2021, to bethe ~~applied~~Prospectus, todated ~~redeem~~November 17, 2020 (the ~~Equipment~~“Prospectus ~~Note~~Supplement”).

~~Maturity~~The foregoing description of ~~the~~these ~~Equipment~~agreements ~~Note~~and instruments ~~may~~is bequalified ~~accelerated~~in its entirety by reference to these agreements and instruments, copies of which are filed herewith ~~upon~~as exhibits (or, if executed in connection with the ~~occurrence~~offering ofby ~~certain~~the ~~events~~Company of ~~default~~the Class A Certificates, ~~including~~were ~~failure~~filed as exhibits to the Current Report on Form 8-K filed by the Company ~~(in~~with ~~some~~the ~~cases~~Securities ~~after~~and ~~notice~~Exchange orCommission ~~the~~on ~~expiration~~November 3, 2020) and are incorporated ofby reference herein. For a ~~grace~~more ~~period,~~detailed ordescription ~~both)~~of the agreements and instruments entered into by the Company with respect to ~~make~~the ~~payments~~Class B Certificates, see the disclosure under the ~~Indenture~~captions ~~when~~“Description ~~due~~of orthe toCertificates”, ~~comply~~“Description of ~~with~~the ~~certain~~Liquidity ~~covenants~~Facilities”, as“Description ~~well~~of asthe ~~certain~~Intercreditor Agreement”, “Description of the Collateral ~~bankruptcy~~and ~~events~~the ~~involving~~Appraisals”, “Description of the ~~Company~~Equipment Notes”, “Description of the Security Documents” and “Underwriting” contained in the Prospectus Supplement, filed with the Securities and Exchange Commission on January 26, 2021 pursuant to Rule 424(b) under the Securities Act, which disclosure is hereby incorporated herein by reference.

The Certificates were registered for offer and sale pursuant to the Securities Act of 1933, as amended (the “Securities Act”), under the Company’s automatic shelf registration statement on Form S-3 (File No. 333-221865) (the “Registration Statement”). The Certificates were offered pursuant to a final Prospectus Supplement of the Company, dated October 20, 2020, to the Prospectus, dated December 1, 2017 (the “Prospectus Supplement”).

The foregoing description of these agreements and instruments is qualified in its entirety by reference to these agreements and instruments, copies of which are filed herewith as exhibits and are incorporated by reference herein. For a more detailed description of the agreements and instruments entered into by the Company with respect to the Certificates, see the disclosure under the captions “Description of the Certificates”, “Description of the Liquidity Facilities”, “Description of the Intercreditor Agreement”, “Description of the Collateral and the Appraisals”, “Description of the Equipment Note”, “Description of the Security Documents” and “Underwriting” contained in the Prospectus Supplement, filed with the Securities and Exchange Commission on October 22, 2020 pursuant to Rule 424(b) under the Securities Act, which disclosure is hereby incorporated herein by reference.

-3-

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 above with respect to the termination of the Bridge Facilities is hereby incorporated by reference in this Item 1.02.

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 above is hereby incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The documents listed as exhibits below are filed as exhibits with reference to the Registration Statement. The Registration Statement and the Prospectus Supplement relate to the offering of the Class B Certificates.

Exhibit No.		Description
1.1		Underwriting Agreement, dated October 20, 2020, among the underwriters named therein, acting through their representative Goldman Sachs & Co. LLC, and United Airlines, Inc.
4.1		Trust Supplement No. 2020-1A, dated as of October 28, 2020, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
4.2		Revolving Credit Agreement, dated as of October 28, 2020, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Goldman Sachs Bank USA, as liquidity provider
4.3		Revolving Credit Agreement, dated as of October 28, 2020, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Barclays Bank PLC, as liquidity provider
4.4		Revolving Credit Agreement, dated as of October 28, 2020, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Morgan Stanley Bank, N.A., as liquidity provider
4.5		Intercreditor Agreement, dated as of October 28, 2020, among Wilmington Trust, National Association, as trustee, Goldman Sachs Bank USA, Barclays Bank PLC and Morgan Stanley Bank, N.A., as liquidity providers, and Wilmington Trust, National Association, as subordination agent and trustee
4.6		Note Purchase Agreement, dated as of October 28, 2020, among United Airlines, Inc., Wilmington Trust, National Association, as mortgagee, Wilmington Trust, National Association, as subordination agent, and Wilmington Trust, National Association, as trustee
4.7		Trust Indenture and Mortgage, dated as of October 28, 2020, between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee

Exhibit No.

Description

1.1	Underwriting Agreement, dated January 25, 2021, among the underwriters named therein, acting through their representative Goldman Sachs & Co. LLC, and United Airlines, Inc.

4.1	Trust Supplement No. 2020-1B, dated as of February 1, 2021, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012

4.2	Revolving Credit Agreement, dated as of February 1, 2021, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Goldman Sachs Bank USA, as liquidity provider

4.3	Revolving Credit Agreement, dated as of February 1, 2021, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Citibank, N.A., as liquidity provider

4.4	Revolving Credit Agreement, dated as of February 1, 2021, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Credit Suisse AG, New York Branch , as liquidity provider

4.5

Amended and Restated Intercreditor Agreement, dated as of February 1, 2021, among Wilmington Trust, National Association, as trustee, Goldman Sachs Bank USA, Barclays Bank PLC, Morgan Stanley Bank, N.A., Citibank, N.A. and Credit Suisse AG, New York Branch, as liquidity providers, and Wilmington Trust, National Association, as subordination agent and trustee

4.6	Class B Note Purchase Agreement, dated as of February 1, 2021, among United Airlines, Inc., Wilmington Trust, National Association, as mortgagee, Wilmington Trust, National Association, as subordination agent, and Wilmington Trust, National Association, as each pass through trustee

-4-

4.8		Spare Engines Security Agreement, dated as of October 28, 2020, between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee
4.9		Spare Parts Security Agreement, dated as of October 28, 2020, between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee
4.10		Form of United Airlines Pass Through Certificate, Series 2020-1A (included in Exhibit 4.1)
23.1		Consent of BK Associates, Inc., dated October 19, 2020
23.2		Consent of ICF SH&E, Inc., dated October 19, 2020
23.3		Consent of mba Aviation, dated October 19, 2020
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

4.7	Amendment No. 1 to Trust Indenture and Mortgage, dated as of February 1, 2021, between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee

4.8	Form of United Airlines Pass Through Certificate, Series 2020-1B (included in Exhibit 4.1)

5.1	Opinion of Hughes Hubbard & Reed LLP (for the Pass Through Certificates, Series 2020-1B)

23.1	Consent of BK Associates, Inc., dated January 25, 2021

23.2	Consent of ICF SH&E, Inc., dated January 25, 2021

23.3	Consent of mba Aviation, dated January 25, 2021

23.4	Consent of Hughes Hubbard & Reed LLP (included in Exhibit 5.1)

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

-5-

SIGNATURES

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.

	UNITED AIRLINES, INC.
Date: November 3, 2020	By:	/s/ Gerald Laderman
Date: February 1, 2021	By:	/s/ Gerald Laderman
		Name: Gerald Laderman
		Name:	Gerald Laderman
		Title: Executive Vice President and Chief Financial Officer
		Title:	Executive Vice President and Chief Financial Officer

Filing Compare · UNITED AIRLINES, INC.