Southwest Airlines Recommends Shareholders Reject "Mini-Tender" Offer by TRC Capital Corporation
Southwest Airlines Co. (NYSE: LUV) announced today that it received notice of an unsolicited "mini-tender" offer by TRC Capital Corporation (TRC Capital) to purchase up to 2,500,000 shares, or approximately 0.4 percent of the outstanding shares, of Southwest's common stock at a price of $38.63 per share. The offer price is 4.33 percent below the closing price per share of Southwest's common stock on November 4, 2016, the last trading day before the offer was commenced. TRC Capital may terminate or amend its offer if certain conditions occur, including any decrease in the market price of Southwest's common stock from the price on the date of the offer.
Southwest does not endorse TRC Capital's unsolicited mini-tender offer and is not associated with TRC Capital, its mini-tender offer, or the mini-tender offer documents. Because TRC Capital's offer price is at a price below the current market price, Southwest recommends that Shareholders not tender their shares (i.e., take no action) or, if they have already tendered shares, withdraw their shares by providing the written notice described in the TRC Capital mini-tender offer documents prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City time, on Wednesday, December 7, 2016.
Mini-tender offers, such as this one, are third-party offers that seek to acquire less than 5 percent of a company's outstanding shares. These offers typically do not provide the same investor protections required of larger tender offers, including the filing of disclosure documents with the Securities and Exchange Commission (SEC) and other procedures required by U.S. securities laws.
The SEC has cautioned investors that "some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm. TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies.
Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital's mini-tender offer. Southwest encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Southwest requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's mini-tender offer related to shares of Southwest's common stock.
ABOUT SOUTHWEST AIRLINES CO.
In its 46th year of service, Dallas-based Southwest Airlines (NYSE: LUV) continues to differentiate itself from other air carriers with exemplary Customer Service delivered by more than 53,000 Employees to more than 100 million Customers annually. Southwest operates more than 3,900 departures a day during peak travel season across a network of 98 destinations in the United States and seven additional countries with service to Varadero, Cuba beginning Nov. 13, 2016, and to Havana, Cuba, beginning Dec. 12, 2016, both routes subject to governmental approvals.
Based on the U.S. Department of Transportation's most recent data, Southwest Airlines is the nation's largest carrier in terms of originating domestic passengers boarded. The Company operates the largest fleet of Boeing aircraft in the world, the majority of which are equipped with satellite-based WiFi providing gate-to-gate connectivity. That connectivity enables Customers to use their personal devices to view video on-demand movies and television shows, as well as nearly 20 channels of free, live TV compliments of our valued Partners. Southwest created TransfarencySM, a philosophy which treats Customers honestly and fairly, and in which low fares actually stay low. Southwest is the only major U.S. airline to offer bags fly free® to everyone (first and second checked pieces of luggage, size and weight limits apply, some airlines may allow free checked bags on select routes or for qualified circumstances), and there are no change fees, though fare differences might apply. The airline proudly unveiled a bold new look: Heart. A new logo, aircraft livery, interior design featuring a new seat and Flight Attendant galley, Employee-designed uniforms, and an updated airport experience all showcase the dedication of Southwest Employees who connect Customers with what's important in their lives.
From its first flights on June 18, 1971, Southwest Airlines launched an era of unprecedented affordability in air travel described by the U.S. Department of Transportation as "The Southwest Effect," a lowering of fares and increase in passenger traffic whenever the carrier enters new markets. With 43 consecutive years of profitability, Southwest is one of the most honored airlines in the world, known for a triple bottom line approach that contributes to the carrier's performance and productivity, the importance of its People and the communities they serve, and an overall commitment to efficiency and the planet. The 2015 Southwest Airlines One Report™ can be found at SouthwestOneReport.com.
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SOURCE Southwest Airlines Co.