Form of Auction Participation Agreement
Summary
A form of Auction Participation Agreement between the United States Department of the Treasury, as Seller, and a Potential Bidder named on Schedule B. Treasury owns warrants to purchase common stock received from airline issuers in connection with the Payroll Support Program under the CARES Act, its extension under the Consolidated Appropriations Act, 2021, Payroll Support Program 3 under the American Rescue Plan Act of 2021 and the Airline Loan Program. The agreement explains that Treasury intends to sell each issuer's warrants as a single Auction Lot under Auction Procedures attached as Annex A, and that a Potential Bidder must submit a Bid Package to be deemed a Qualified Bidder. A summary schedule updated as of May 22, 2024 lists lots and reserve prices.
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AUCTION PARTICIPATION AGREEMENT
by and between
THE UNITED STATES DEPARTMENT OF THE TREASURY
and
THE POTENTIAL BIDDER IDENTIFIED ON SCHEDULE B HERETO
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AUCTION PARTICIPATION AGREEMENT
This AUCTION PARTICIPATION AGREEMENT (as amended, supplemented or
otherwise modified from time to time, this “Participation Agreement”) is dated as of the date of its
execution by both parties hereto, and is entered into by and between the United States Department
of the Treasury (the “Seller”) and the Potential Bidder identified on Schedule B hereto (the
“Potential Bidder”). Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Auction Procedures (as defined below).
WHEREAS, the Seller owns certain warrants (the “Warrants”) to purchase shares of
common stock that it received from certain airline issuers (the “Issuers”) in connection with the
Payroll Support Program established under Division A, Title IV, Subtitle B of the Coronavirus
Aid, Relief, and Economic Security (“CARES”) Act, the Payroll Support Program Extension
established under Division N, Title IV, Subtitle A of the Consolidated Appropriations Act, 2021,
the Payroll Support Program 3 established under Title VII, subtitle C of the American Rescue Plan
Act of 2021, and the Airline Loan Program established under Division A, Title IV, Subtitle A of
the CARES Act;
WHEREAS, the Seller intends to sell the Warrants of each Issuer listed on Schedule A
hereto as a single lot (each, an “Auction Lot”) in a series of auctions (each, an “Auction”) to be
conducted in accordance with the auction procedures attached as Annex A hereto, as modified or
supplemented from time to time (“Auction Procedures”);
WHEREAS, the Potential Bidder wishes to bid in the Auction for one or more of the
Auction Lots as indicated on Schedule B hereto and intends to be bound by the Auction
Procedures;
WHEREAS, in order to be eligible to be deemed a Qualified Bidder and to participate in
one or more Auctions, the Potential Bidder is executing and delivering this Participation
Agreement and concurrently submitting the Bid Package (as defined below); and
NOW, THEREFORE, in consideration of the foregoing and the mutual representations,
warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally
bound hereby, each of the Seller and the Potential Bidder acknowledges and agrees as follows:
1. Auction Participation. Subject to, and on the terms and conditions of, this
Participation Agreement and the Auction Procedures (which are hereby incorporated into and form
part of this Participation Agreement), the Potential Bidder will be eligible to participate in one or
more Auctions if the Seller determines, in its sole discretion, that the Potential Bidder is eligible
to participate in one or more Auctions and that the Potential Bidder’s Bid Package qualifies for
participation in one or more Auctions for one or more Auction Lots. If the Seller determines that
the Potential Bidder is not a Qualified Bidder, the Potential Bidder agrees that it will not be eligible
to participate in the Auction and that such determination shall not be subject to further review.
2. Bid Package. The Potential Bidder agrees to provide this executed Participation
Agreement, together with the following information and documents (the “Bid Package”), all of
which must be received by Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) via e-mail to
USTWarrantAuction@HL.com on or before May 24, 2024 at 5:00 p.m. (Eastern time):
(a) (i) The full legal name of the Potential Bidder, (ii) if the Potential Bidder is
an entity formed for the purpose of submitting the Bid Package, the legal name(s) of all direct and
indirect holders of more than 25% of any class of equity interests issued by the Potential Bidder,
and (iii) the jurisdictions of organization of each listed entity, each as indicated on Schedule B
hereto;
(b) The Auction Lot(s) on which the Potential Bidder wishes to bid, as indicated
on Schedule B hereto; and
(c) The Potential Bidder’s Opening Bid for each Auction Lot on which the
Potential Bidder intends to bid, as indicated on Schedule B hereto.
3. Potential Bidder Representations and Warranties. The Potential Bidder represents
and warrants to the Seller, as of the date the Potential Bidder provides this Participation Agreement
under Section 2 above and as of the date of each Auction in which the Potential Bidder participates,
that:
(a) The Potential Bidder has read the Auction Procedures and acknowledges
and agrees that any bid made by the Potential Bidder in an Auction is irrevocable and obligates
the Potential Bidder to enter into a securities purchase agreement between the Seller as seller and
the Potential Bidder as purchaser (a “Securities Purchase Agreement”) for each Auction Lot in
which the Potential Bidder makes a Winning Bid.
(b) The Potential Bidder is one of (i) the Issuer of the Warrants in the Auction
Lot for which the Potential Bidder wishes to bid; (ii) a “qualified institutional buyer” (as defined
in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)); or (iii) an
Institutional Accredited Investor. For purposes of this Participation Agreement, “Institutional
Accredited Investor” means an entity that is (x) an “accredited investor” within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or (y) an entity in which all of the equity
holders are accredited investors within the meaning of Rule 501(a) (1), (2), (3) or (7) under the
Securities Act.
(c) The Potential Bidder is bidding for the Warrants in the Auction Lots
indicated on Schedule B hereto only for its own account and not for the account of others.
(d) The Potential Bidder acknowledges and agrees that the Warrants in the
Auction Lots indicated on Schedule B hereto are being resold pursuant to Rule 144 under the
Securities Act.
(e) Except as explicitly set forth in this Participation Agreement, there have
been no representations, warranties, covenants, or agreements made to the Potential Bidder by or
on behalf of the Seller, the Issuers, the Financial Advisors (as defined below), any of their
respective affiliates, or any control persons, officers, directors, employees, agents, or
representatives of any of the foregoing, or any other person or entity, expressly or by implication,
related to the Warrants.
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(f) The Potential Bidder has received such information as the Potential Bidder
deems necessary in order to make an investment decision with respect to the Warrants. Without
limiting the generality of the foregoing, the Potential Bidder acknowledges that it has reviewed
the applicable Issuer’s or Issuers’ filings with the U.S. Securities and Exchange Commission. The
Potential Bidder acknowledges and agrees that the Potential Bidder and the Potential Bidder’s
professional advisors, if any, have had the full opportunity to ask such questions, receive such
answers, and obtain such information as the Potential Bidder and such Potential Bidder’s
professional advisors, if any, have deemed necessary to make an investment decision with respect
to the Warrants.
(g) The Potential Bidder is aware that there are substantial risks incident to the
purchase and ownership of the Warrants. The Potential Bidder has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an
investment in the Warrants, and the Potential Bidder has sought such accounting, legal, and tax
advice as the Potential Bidder has considered necessary to make an informed investment decision.
The Potential Bidder acknowledges that the Potential Bidder shall be responsible for any of the
Potential Bidder’s tax liabilities that may arise as a result of the transactions contemplated by this
Participation Agreement, and that the Seller has not provided any tax advice or any other
representation or guarantee regarding the tax consequences of the transactions contemplated by
the Auctions and this Participation Agreement.
(h) Alone, or together with any professional advisors, the Potential Bidder has
adequately analyzed and fully considered the risks of an investment in the Warrants and
determined that the Warrants in the Auction Lots indicated on Schedule B hereto are a suitable
investment for the Potential Bidder and that the Potential Bidder is able at this time and in the
foreseeable future to bear the economic risk of a total loss of the Potential Bidder’s purchase of
the Warrants in the Auction Lots indicated on Schedule B hereto.
(i) In making its decision to bid for the Warrants in the Auction Lots indicated
on Schedule B hereto, the Potential Bidder has relied solely upon independent investigation made
by the Potential Bidder. Without limiting the generality of the foregoing, (x) the Potential Bidder
has not relied on any statements or other information provided by or on behalf of the Seller
concerning any applicable Issuer, and (y) the Potential Bidder has not relied on any statements or
other information provided by or on behalf of the Financial Advisors or any of their respective
affiliates, or any control persons, officers, directors, employees, agents, or representatives of any
of the foregoing, concerning the Seller, any applicable Issuer, this Participation Agreement, or the
transactions contemplated hereby or thereby, the Warrants, the Auction, or the offer and sale of
the Warrants.
(j) The Potential Bidder acknowledges and agrees that no federal or state
agency has passed upon or endorsed the merits of the offering of the Warrants or made any findings
or determination as to the fairness of this transaction.
(k) The Potential Bidder has been duly formed or incorporated and is validly
existing and is in good standing under the laws of its jurisdiction of formation or incorporation,
with power and authority to enter into, deliver, and perform its obligations under this Participation
Agreement.
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(l) The execution, delivery, and performance by the Potential Bidder of this
Participation Agreement are within the powers of the Potential Bidder, have been duly authorized
and will not constitute or result in a breach or default under or conflict with any order, ruling, or
regulation of any court or other tribunal or of any governmental commission or agency, or any
agreement or other undertaking, to which the Potential Bidder is a party or by which the Potential
Bidder is bound, and will not violate any provisions of the Potential Bidder’s organizational
documents, including, without limitation, its incorporation or formation papers, bylaws, indenture
of trust, or partnership or operating agreement, as may be applicable. The signature of the Potential
Bidder on this Participation Agreement is genuine, and the signatory has legal competence and
capacity to execute the same or the signatory has been duly authorized to execute the same, and,
assuming that this Participation Agreement constitutes the valid and binding agreement of the
Seller, this Participation Agreement constitutes a legal, valid, and binding obligation of the
Potential Bidder, enforceable against the Potential Bidder in accordance with its terms except as
may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity.
(m) Neither the Potential Bidder nor any of its officers, directors, managers,
managing members, general partners, or any other person acting in a similar capacity or carrying
out a similar function, is (i) a person named on the Specially Designated Nationals and Blocked
Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any
other similar list of sanctioned persons administered by the U.S. Treasury Department’s Office of
Foreign Assets Control, or any similar list of sanctioned persons administered by the European
Union or any individual European Union member state, including the United Kingdom
(collectively, “Sanctions Lists”); (ii) directly or indirectly owned or controlled by, or acting on
behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established,
located, or resident in, or a citizen, national, or the government, including any political subdivision,
agency, or instrumentality thereof, of, the Crimea, the so-called Donetsk People’s Republic, the
so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, the Kherson oblast, and the
Zaporizhzhia oblast regions of Ukraine, or any other country or territory embargoed or subject to
substantial trade restrictions by the United States, the European Union or any individual European
Union member state, or the United Kingdom; (iv) a Designated National as defined in the Cuban
Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking
services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The Potential
Bidder represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C.
Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the
“PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), and
that the Potential Bidder maintains policies and procedures reasonably designed to comply with
applicable obligations under the BSA/PATRIOT Act. The Potential Bidder also represents that it
maintains policies and procedures reasonably designed to ensure compliance with sanctions
administered by the United States, the European Union, or any individual European Union member
state, or the United Kingdom, to the extent applicable to it. The Potential Bidder further represents
that the funds held by the Potential Bidder and used to purchase the Warrants in the Auction Lots
indicated on Schedule B hereto were legally derived and were not obtained, directly or indirectly,
from a Prohibited Investor.
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(n) If the Potential Bidder is or is acting on behalf of (i) an employee benefit
plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), (ii) a plan, an individual retirement account or other arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) an entity whose
underlying assets are considered to include “plan assets” of any such plan, account, or arrangement
described in clauses (i) and (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is
a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in
Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan
that is not subject to the foregoing clauses (i), (ii), or (iii) but may be subject to provisions under
any other federal, state, local, non-U.S. or other laws or regulations that are similar to such
provisions of ERISA or the Code (collectively, “Similar Laws,” and together with ERISA Plans,
“Plans”), the Potential Bidder represents and warrants that (A) neither the Seller nor any of its
affiliates has provided investment advice or has otherwise acted as the Plan’s fiduciary, with
respect to its decision to acquire and hold the Warrants, and shall not at any time be the Plan’s
fiduciary with respect to any decision in connection with the Potential Bidder’s investment in the
Warrants in the Auction Lots indicated on Schedule B hereto; and (B) subject to a Winning Bid,
that any purchase of the Warrants in the Auction Lots indicated on Schedule B hereto will not
result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the
Code, or any applicable Similar Law.
(o) The Potential Bidder is not a foreign person (as defined in 31 C.F.R.
800.224) in which the national or subnational governments of a single foreign state have a
substantial interest (as defined in 31 C.F.R. 800.244) and which governments will acquire a
substantial interest in the applicable Issuer as a result of the purchase, sale, or exercise of the
Warrants in the Auction Lots indicated on Schedule B hereto pursuant to this Participation
Agreement such that a declaration to the Committee on Foreign Investment in the United States
would be mandatory under 31 C.F.R. 800.401 if the applicable Issuer were a TID U.S. Business
(as defined in 31 C.F.R. 800.248), and no foreign person will have control (as defined in 31 C.F.R.
800.208) over the applicable Issuer from and after any Closing as a result of the Potential Bidder
making a Winning Bid and upon a purchase, sale, or exercise of the Warrants sold by the Seller
pursuant to the applicable Securities Purchase Agreement.
(p) The Potential Bidder acknowledges and agrees that (i) it is aware of the
restrictions under the Federal Aviation Act, applicable regulations thereunder, and the charter
and bylaws of certain of the Issuers on control and ownership of airlines by persons who are not
“citizens of the United States” as defined in 49 U.S.C. § 40102(a)(15) of the Federal Aviation
Act (collectively, the “Ownership Restrictions”), (ii) its purchase of the Warrants in the Auction
Lots indicated on Schedule B hereto is in compliance with such Ownership Restrictions, and (iii)
it will comply with any and all registration and other requirements related to the Ownership
Restrictions imposed by the applicable Issuer in connection with the transfer of the Warrants in
the Auction Lots indicated on Schedule B hereto.
(q) The Potential Bidder acknowledges and agrees that no disclosure or
offering document has been prepared by the Seller or Houlihan Lokey or Loop Capital Financial
Consulting Services, LLC (“Loop Capital,” and with Houlihan Lokey, the “Financial Advisors”)
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or any of their respective affiliates in connection with the Auctions or the offer and sale of the
Warrants.
(r) In connection with the Auction and the purchase of the Warrants, neither
the Financial Advisors nor any of their respective affiliates have acted as the Potential Bidder’s
financial advisor or fiduciary.
(s) The Potential Bidder has, or has binding commitments for, funds in the
amount of any bid it makes in the Auction and, if such bid is a Winning Bid, when required to
deliver payment to the Seller in connection with any purchase of any Warrants, it will have
sufficient funds to pay the Purchase Price (as defined in the applicable Securities Purchase
Agreement) representing any Winning Bid and consummate the purchase and sale of the Warrants
in the Auction Lots indicated on Schedule B hereto pursuant to each applicable Securities Purchase
Agreement.
(t) The Potential Bidder acknowledges that the Seller does not intend to, and
will not, assign to any Winning Bidder the rights set forth in Section 4.5 of the applicable Warrant
Agreement governing each series of the Warrants (each, a “Warrant Agreement”) pursuant to
Section 4.5(h) of each such Warrant Agreement in connection with the sale of the Warrants in the
Auction Lots indicated on Schedule B hereto, and further acknowledges that following any
purchase of Warrants in the Auction Lots indicated on Schedule B hereto the Potential Bidder will
not be entitled to any of the rights or privileges, or be subject to the obligations, set forth in Section
4.5 of the applicable Warrant Agreement.
(u) The Potential Bidder and its undersigned authorized representative each
acknowledges that a materially false, fictitious, or fraudulent statement (or concealment or
omission of a material fact) in connection with this Participation Agreement may result in
administrative remedies as well as civil and/or criminal penalties. Pursuant to the False Claims Act
(31 U.S.C. 3729 et seq.), such penalties may include a civil penalty amount for each false claim,
in addition to treble any amount of the damages incurred by the Seller or any other agency of the
United States government.
4. Termination. This Participation Agreement shall terminate and be void and of no
further force and effect, and all rights and obligations of the parties hereunder shall terminate
without any further liability on the part of any party in respect thereof, upon the mutual written
agreement of each of the parties hereto to terminate this Participation Agreement; provided that
nothing herein will relieve any party from liability for any breach hereof prior to the time of
termination, and each party will be entitled to any available remedies at law or in equity to recover
losses, liabilities, or damages arising from any such breach, including, without limitation, for the
Potential Bidder revoking or not honoring its irrevocable Winning Bid in the Auction.
5. Covenants of Potential Bidder.
(a) The Potential Bidder agrees that it is in compliance with, and will comply
with, all terms and conditions in the Auction Procedures.
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(b) The Potential Bidder agrees that (i) it has not engaged, and will not engage,
in any collusion or fraud of any kind with respect to its participation in any Auction, in making its
bid, or otherwise in connection with the consummation of the transactions contemplated by the
Auctions, and (ii) its bid in any Auction will be provided in good faith as a bona fide offer with
the commitment that the Potential Bidder will consummate the purchase if it is determined to be
the Winning Bidder.
6. Miscellaneous.
(a) Neither this Participation Agreement nor any rights that may accrue to the
Potential Bidder hereunder may be transferred or assigned by the Potential Bidder.
(b) The Seller may request from the Potential Bidder such additional
information as the Seller may deem necessary to evaluate the eligibility of the Potential Bidder to
participate in the Auction or acquire the Warrants in the Auction Lots indicated on Schedule B
hereto. If the Potential Bidder does not timely provide such information as the Seller may request,
the Seller may determine that the Potential Bidder is not a Qualified Bidder.
(c) The Potential Bidder acknowledges that the Seller and the Financial
Advisors (as third-party beneficiaries with the right to enforce Section 3, Section 5, Section 6, and
Section 7 hereof on their own behalf and not, for the avoidance of doubt, on behalf of the Seller)
will rely on the acknowledgments, understandings, agreements, representations, and warranties of
the Potential Bidder contained in this Participation Agreement. Prior to the Auction, the Potential
Bidder agrees to promptly notify the Seller and the Financial Advisors if any of the
acknowledgments, understandings, agreements, representations, or warranties of the Potential
Bidder set forth herein are no longer accurate.
(d) All of the representations and warranties contained in this Participation
Agreement shall survive the Auctions. All of the covenants and agreements herein made by each
party hereto shall survive the Auctions.
(e) This Participation Agreement may not be modified, waived, or terminated
(other than pursuant to the terms of Section 4 above) except by an instrument in writing signed by
each of the parties hereto. No failure or delay of either party in exercising any right or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such right or power, or
any course of conduct, preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the parties hereto and third-party beneficiaries
hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise
have hereunder.
(f) This Participation Agreement (including the schedules and annexes hereto)
and any Securities Purchase Agreement entered as a result of a Winning Bid constitute the entire
agreement, and supersede all other prior agreements, understandings, representations, and
warranties, both written and oral, between the parties, with respect to the subject matter hereof.
Except as set forth in Section 6(c) and Section 6(d) with respect to the persons referenced therein,
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this Participation Agreement shall not confer any rights or remedies upon any person other than
the parties hereto and their respective successors and assigns.
(g) Except as otherwise provided herein, this Participation Agreement shall be
binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants, and acknowledgments contained herein shall be deemed to be made by, and
be binding upon, such heirs, executors, administrators, successors, legal representatives, and
permitted assigns.
(h) If any provision of this Participation Agreement shall be adjudicated by a
court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, or
enforceability of the remaining provisions of this Participation Agreement shall not in any way be
affected or impaired thereby and shall continue in full force and effect.
(i) This Participation Agreement may be executed in one or more counterparts
(including by e-mail or in pdf), with the same effect as if all parties hereto had signed the same
document. All counterparts so executed and delivered shall be construed together and shall
constitute one and the same agreement.
(j) THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE
EXCLUSIVE JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT COURT
OF THE DISTRICT OF COLUMBIA AND THE UNITED STATES COURT OF FEDERAL
CLAIMS FOR ANY CIVIL ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS PARTICIPATION AGREEMENT, THE DOCUMENTS REFERRED TO
IN THIS PARTICIPATION AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.
(k) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS PARTICIPATION AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
PARTICIPATION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY
THIS PARTICIPATION AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH
PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY; AND (IV) SUCH
PARTY HAS BEEN INDUCED TO ENTER INTO THIS PARTICIPATION
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND
CERTIFICATIONS IN THIS SECTION 6(k).
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7. Non-Reliance and Exculpation. The Potential Bidder acknowledges that it is not
relying upon, and has not relied upon, any statement, representation or warranty made by any
person, firm or corporation (including, without limitation, any Financial Advisors, any of their
respective affiliates or any control persons, officers, directors, employees, partners, agents or
representatives of any of the foregoing), other than any statements, representations, and warranties
of the Seller expressly contained in this Participation Agreement, in making its investment or
decision to purchase the Warrants in the Auction Lots indicated on Schedule B hereto. The
Potential Bidder acknowledges and agrees that neither of the Seller nor any Financial Advisors,
their respective affiliates, or any control persons, officers, directors, employees, partners, agents,
or representatives of any of the foregoing, or any other party to the Participation Agreement or
Securities Purchase Agreement shall be liable to the Potential Bidder in connection with the
purchase of the Warrants in the Auction Lots indicated on Schedule B hereto, the Auctions, the
negotiation hereof or thereof, or the subject matter hereof or thereof, or the transactions
contemplated hereby or thereby, for any action heretofore or hereafter taken or omitted to be taken
by any of them in connection with the purchase of the Warrants in the Auction Lots indicated on
Schedule B hereto.
8. Notices. All notices and other communications between the parties shall be in
writing and shall be deemed to have been duly given (i) when delivered in person, or (ii) when
delivered by e-mail (in the case of this clause (ii), solely if receipt is confirmed, but excluding any
automated reply, such as an out-of-office notification), addressed as follows:
If to the Potential Bidder, to the address provided on Schedule B hereto.
If to the Seller, to:
U.S. Department of the Treasury
1500 Pennsylvania Avenue, NW
Room 2308
Washington, D.C. 20220
Attention: Assistant General Counsel (Banking and Finance)
Email: Eric.Froman@treasury.gov
with copies (which shall not constitute notice) to:
Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, New York 10019
Attention: Christopher Peterson
Email: Christopher.Peterson@arnoldporter.com
or to such other address or addresses as the parties may from time to time designate in writing.
Copies delivered solely to outside counsel shall not constitute notice.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Potential Bidder has executed or caused this Participation
Agreement to be executed by its duly authorized representative as of the date set forth below.
Name of Potential Bidder: ______________
By:
Name:
Title:
Date: ________________________________, 2024
[Signature Page to Participation Agreement]
IN WITNESS WHEREOF, the Seller has accepted this Participation Agreement as of
the date set forth below.
UNITED STATES DEPARTMENT OF THE TREASURY
By:
Name:
Title:
Date: ________________________________, 2024
[Signature Page to Participation Agreement]
ANNEX A
AUCTION PROCEDURES
[Annex A to Participation Agreement]
U.S. DEPARTMENT OF THE TREASURY – AUCTION PROCEDURES – UPDATED 5.22.2024
U.S. Department of the Treasury
Auction Procedures
Updated May 22, 2024 1
The U.S. Department of the Treasury (“Treasury”) intends to sell in a series of auctions (each, an
“Auction”) the warrants it received from certain airlines (each, an “Issuer”) under the Payroll
Support Program established under Division A, Title IV, Subtitle B of the Coronavirus Aid,
Relief, and Economic Security (“CARES”) Act, the Payroll Support Program Extension
established under Division N, Title IV, Subtitle A of the Consolidated Appropriations Act, 2021,
the Payroll Support Program 3 established under Title VII, Subtitle C of the American Rescue
Plan Act of 2021, and the Airline Loan Program established under Division A, Title IV, Subtitle
A of the CARES Act, under the procedures described below. A list of the warrants Treasury
intends to sell, including their expiration dates, exercise prices, and the number of shares of
common stock each warrant is exercisable for, can be found at https://home.treasury.gov/policy-
issues/coronavirus/assistance-for-american-industry/airline-and-national-security-relief-
programs. Treasury intends to sell all warrants issued by a single airline together in a single lot
(each, an “Auction Lot”).
A. Bid Package Deadline and Submission
An institution that desires to bid (a “Potential Bidder”) on one or more Auction Lots must
first submit a complete bid package (a “Bid Package”) via e-mail to
USTWarrantAuction@HL.com so that each Bid Package is received by Houlihan Lokey
Capital, Inc. (“Houlihan Lokey”), Treasury’s financial agent, on or before May 24, 2024,
at 5:00 p.m. (Eastern time) (the “Bid Package Deadline”). The Bid Package must be
submitted from an e-mail address with a domain name associated with the identified
Potential Bidder. Submission of a Bid Package will represent the Potential Bidder’s
commitment to Treasury to purchase all of the warrants in each Auction Lot identified in
the Bid Package at the Opening Bid (as defined below) or any higher price the Potential
Bidder offers in a subsequent round of bidding.
B. Bid Package Requirements
To become a Qualified Bidder (as defined below), a Potential Bidder must timely submit
a complete Bid Package that includes the following materials and information that, in
each case, are satisfactory to Treasury, in its sole discretion (the “Bid Package
Requirements”):
(i) Auction Participation Agreement: The Bid Package must include a fully
completed and executed auction participation agreement (“Participation
Agreement”) in the form posted on Treasury’s website at the link referenced
above. Submission of a Participation Agreement constitutes an agreement by
the Potential Bidder to comply with and be bound by these Auction
Procedures. Potential Bidders must sign the signature page to the Participation
1
These Auction Procedures were updated on May 21, 2024, to revise certain terms in subparagraphs (iii) and (iv) in
paragraph B, the deadline for notifying Potential Bidders if they are Qualified Bidders in paragraph C, the
introductory language in paragraph (D), and subparagraphs (iii), (iv), and (vi) in paragraph D and on May 22, 2024
to further revise the introductory language in paragraph D.
1
U.S. DEPARTMENT OF THE TREASURY – AUCTION PROCEDURES – UPDATED 5.22.2024
Agreement, complete Schedule B to the Participation Agreement, and submit
those pages to Houlihan Lokey at the e-mail address in paragraph A above.
Schedule B to the Participation Agreement must include the Potential Bidder
identification information described in subparagraph B(ii) below, the Auction
Lots the Potential Bidder wishes to bid on, and the Potential Bidder’s Opening
Bid for each such Auction Lot as described in subparagraph B(iii) below. The
Participation Agreement also contains covenants, representations, and warranties
from the Potential Bidder, including a representation that the Potential Bidder is
(a) a qualified institutional buyer (as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”)); (b) an Institutional Accredited
Investor, which for the purposes of the Auctions is (x) an “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act or
(y) an entity in which all of the equity holders are “accredited investors” within
the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act; or (c) the
issuer of the warrants included in the relevant Auction Lot (the “Eligibility
Representation”). By submitting a Bid Package with an executed Participation
Agreement, a Potential Bidder is deemed to have made all representations and
warranties contained in the Participation Agreement, including the Eligibility
Representation, to Treasury as of the date of such submission. Treasury may
reject Bid Packages that include any deviations from the Participation Agreement
template form, in Treasury’s sole discretion.
(ii) Bidder Identification Information: Schedule B to the Participation Agreement
must identify (1) the full legal name of the Potential Bidder, (2) if the Potential
Bidder is an entity formed for the purpose of submitting the Bid Package, the
legal name(s) of all persons and entities that own, directly or indirectly, 25% or
more of any class of equity interests issued by the Potential Bidder, and (3) the
jurisdictions of organization of each listed entity.
(iii) Opening Bid: The Participation Agreement submitted with each Bid Package
must specify a purchase price (the “Opening Bid”) for each Auction Lot on which
the Potential Bidder is bidding.
(iv) Securities Purchase Agreement: The Participation Agreement includes an
acknowledgment and agreement that the Potential Bidder will enter into a
securities purchase agreement (“SPA”) substantially in the form posted on
Treasury’s website at the link referenced above if the Potential Bidder wins an
Auction Lot it is bidding on. The SPA contains covenants, representations, and
warranties substantially similar to those in the Participation Agreement, including
the Eligibility Representation. No material modifications to the template SPA will
be accepted.
(v) Contingencies: Bid Packages must not contain any contingencies related to the
validity, effectiveness, or binding nature of the Participation Agreement or the
Bid Package, including contingencies for regulatory review or approval, due
diligence, inspection, or financing of any kind.
(vi) Financial Ability: The Participation Agreement includes a representation that the
Potential Bidder has the authority and the financial ability to consummate the
purchase of each relevant Auction Lot at the Opening Bid or any higher price the
Potential Bidder offers in a subsequent round of bidding. Treasury reserves the
2
U.S. DEPARTMENT OF THE TREASURY – AUCTION PROCEDURES – UPDATED 5.22.2024
right, on its own or through its financial agents, Loop Capital Financial
Consulting Services, LLC or Houlihan Lokey, to conduct diligence regarding a
Potential Bidder’s authority and financial ability to consummate the transaction.
A Potential Bidder’s failure timely to respond to Treasury’s or its agents’
questions or to provide adequate information or assurances regarding its financial
ability to purchase an Auction Lot for which it has bid, as determined by
Treasury, in its sole discretion, will result in the exclusion of the Potential Bidder
from that Auction.
(vii) No Representations or Warranties; No Collusion: The Participation Agreement
includes representations that (i) in making its decision to bid for an Auction Lot,
the Potential Bidder has relied solely upon its own independent investigation; (ii)
the Potential Bidder has not relied upon any statements or other information
provided by or on behalf of Treasury, its financial agents, or any of their
respective affiliates, or any control persons, officers, directors, employees, agents,
or representatives of any of the foregoing, concerning Treasury, any Issuer, the
Participation Agreement, or the transactions contemplated thereby, the warrants,
the Auctions, or the offer and sale of the warrants; (iii) the Potential Bidder has
not engaged, and will not engage, in any collusion or fraud of any kind with
respect to its participation in any Auction, in making its bid, or otherwise in
connection with the consummation of the transactions contemplated by the
Auctions; and (iv) the Potential Bidder’s bid in any Auction will be provided in
good faith as a bona fide offer with the commitment that the Potential Bidder will
consummate the purchase if it is determined to be the Winning Bidder (as defined
below).
C. Designation of Qualified Bidders
Treasury will determine, in its sole discretion, whether a Bid Package has satisfied the
Bid Package Requirements set forth above and whether the submitting Potential Bidder is
eligible to participate in the Auction for a specific Auction Lot (a “Qualified Bidder”).
Treasury has the right to reject any Bid Package or any Opening Bid within a Bid
Package in its sole discretion if it determines that rejection is appropriate in light of these
Auction Procedures or applicable law. Treasury also has the right, but not the obligation,
to negotiate with any Potential Bidder to modify any Bid Package after initial submission.
Only Qualified Bidders will be permitted to participate in a given Auction. By May 29,
2024, at 5:00 p.m. (Eastern time), Houlihan Lokey will notify each Potential Bidder
whether it is a Qualified Bidder or if additional information is needed.
D. The Auctions
If Treasury receives only one Opening Bid from a Qualified Bidder (“Qualified Bid”) for
an Auction Lot, Treasury may, but is not required to, accept that Qualified Bid and deem
it the Winning Bid. Treasury has posted on its website at the link referenced above a
reserve price for each Auction Lot (the “Reserve Price”). If Treasury receives at least two
Qualified Bids, an Auction will be conducted to determine the Winning Bidder. A
Qualified Bid is not required to meet or exceed the Reserve Price.
3
U.S. DEPARTMENT OF THE TREASURY – AUCTION PROCEDURES – UPDATED 5.22.2024
Shortly before commencement of each Auction, Houlihan Lokey will notify all Qualified
Bidders for such Auction of the highest Qualified Bid that meets or exceeds the Reserve
Price for the Auction Lot (the “Baseline Bid”); provided that if no Qualified Bids meet or
exceed the Reserve Price for the Auction Lot, the Baseline Bid will be reset to the
Reserve Price. The Baseline Bid will serve as the floor price for the relevant Auction Lot.
Treasury reserves the right to modify the Reserve Price in advance of an Auction to take
into account changing market conditions or other factors.
(i) Schedule: While Treasury reserves the right to change the schedule at any time,
the tentative schedule of Auctions is outlined below. Actual start times will be e-
mailed to Qualified Bidders for the relevant Auction Lot at least one hour before
the relevant Auction.
Monday, June 3 Tuesday, June 4
Issuer Auctionable Item Reserved Time Issuer Auctionable Item Reserved Time
Delta Air Lines, Inc. Lot 1 4 Hours American Airlines Group Inc. Lot 3 4 Hours
United Airlines Holdings, Inc. Lot 2 4 Hours SkyWest, Inc. Lot 4 4 Hours
Wednesday, June 5 Thursday, June 6
Issuer Auctionable Item Reserved Time Issuer Auctionable Item Reserved Time
Alaska Air Group, Inc. Lot 5 4 Hours Frontier Group Holdings, Inc. Lot 7 3 Hours
Southwest Airlines Co. Lot 6 3 Hours Hawaiian Holdings, Inc. Lot 8 3 Hours
JetBlue Airways Corporation Lot 9 3 Hours
Friday, June 7
Issuer Auctionable Item Reserved Time
Spirit Airlines, Inc. Lot 10 3 Hours
Allegiant Travel Company Lot 11 3 Hours
(ii) Location: Unless otherwise indicated prior to an Auction, each Auction will take
place via videoconference. Houlihan Lokey will distribute a videoconference
registration link to Qualified Bidders prior to each Auction. If a Qualified Bidder
fails to complete the videoconference registration prior to commencement of an
auction, the Qualified Bidder will not be permitted to participate in the Auction.
(iii) Bidding Procedures: Each Auction will begin with an initial “knockout round,”
which will be followed by one or more live Auction rounds and an additional
knockout round, if applicable.
• In the initial knockout round of each Auction, Qualified Bidders (other
than the Qualified Bidder that submitted the Baseline Bid) will e-mail
sealed Overbids to Houlihan Lokey at the following address:
USTWarrantAuction@HL.com. A certain number of the lowest sealed
Overbids, to be determined by Treasury in its sole discretion, will be
eliminated in the knockout round, except that the Qualified Bidder that
submitted the Baseline Bid will not be eliminated. If two or more parties
submitted identical Qualified Bids that would otherwise be the Baseline
Bid (as described above), the Baseline Bid will be set at a value equal to
such identical Qualified Bids, but such Qualified Bidders will be required
to submit a bid in the knockout round to continue in the Auction, and none
of such Qualified Bidders will be protected from elimination in the
knockout round. If the Baseline Bid is reset to the Reserve Price (as
described above), Qualified Bidders will be required to submit a bid in the
4
U.S. DEPARTMENT OF THE TREASURY – AUCTION PROCEDURES – UPDATED 5.22.2024
knockout round to continue in the Auction, and none of such Qualified
Bidders will be protected from elimination in the knockout round. At the
end of the knockout round, and during any subsequent bidding in the
Auction, the highest bid (including the Baseline Bid) will be deemed the
“Prevailing Bid.”
• After the initial knockout round, the Auction will advance to live bidding
on the videoconference. The order of bidding for the remaining Qualified
Bidders will be determined based on the values of bids in the initial
knockout round, beginning with the Qualified Bidder that submitted the
lowest bid in the knockout round and proceeding in ascending bid order.
During the live bidding, the identity of participating Qualified Bidders will
not be disclosed to the other Qualified Bidders. Treasury may publicly
disclose the identity of the Winning Bidders, if appropriate. Live Auction
bidding will proceed by allowing each remaining Qualified Bidder,
sequentially, up to five minutes to submit an Overbid (as defined below)
above the current Prevailing Bid, before proceeding to the next Qualified
Bidder. If any Qualified Bidder does not submit a bid within its allotted
period, such Qualified Bidder will be eliminated from the Auction. If live
bidding continues for more than 90 minutes, the Auction will proceed to a
second knockout round to reduce the number of remaining Qualified
Bidders to no more than three. Any second knockout round will be
conducted in the same manner as the initial knockout round, except that
the Prevailing Bid from the most recent live Auction round will take the
place of the Baseline Bid and no Qualified Bidders will be immune from
elimination.
• Following the second knockout round, live bidding will resume until the
Winning Bidder is determined. Bidding in such live round will follow the
same procedures as in the initial live round, except that the order of
bidding by Qualified Bidders will be based on the value of bids received
in the second knockout round.
• Treasury may, but is not obligated to, adjourn an Auction one or more
times, including to (i) facilitate discussions between Treasury and
Qualified Bidders; (ii) allow Qualified Bidders to consider how they wish
to proceed; and (iii) enable a Qualified Bidder to ensure it has sufficient
funds to consummate the transaction.
(iv) Irrevocability of Bids: Until the end of the Auction, each Qualified Bid and each
Overbid will be binding on the relevant Qualified Bidder and irrevocable (other
than as described in the final sentence of subparagraph D(vi) below). A bid that is
not the Winning Bid will cease to be irrevocable as of the end of the Auction for
the relevant Auction Lot.
(v) Overbids: An “Overbid” is any bid within an Auction by a Qualified Bidder that
exceeds the Baseline Bid or Prevailing Bid, as applicable, by a minimum
increment (the “Minimum Overbid Increment”), which will be disclosed no later
than the beginning of the relevant Auction. The Minimum Overbid Increment will
vary among the Auction Lots, based on the estimated values of the Auction Lots.
5
U.S. DEPARTMENT OF THE TREASURY – AUCTION PROCEDURES – UPDATED 5.22.2024
(vi) Closing the Auction: The Auction of each Auction Lot will continue until all
participating Qualified Bidders have been given a reasonable opportunity to
submit an Overbid and Treasury determines that a Qualified Bidder has made the
highest Qualified Bid or Overbid. Such Qualified Bid or Overbid will be declared
the “Winning Bid” for the Auction Lot and such Qualified Bidder, the “Winning
Bidder,” when the Auction for that Auction Lot ends. The Winning Bidder is
required to execute an SPA reflecting the terms of the Winning Bid within three
hours after the Auction ends. Treasury will promptly countersign the SPA and
deliver the fully executed SPA to the Winning Bidder. If a Qualified Bidder has
submitted Opening Bids for multiple Auction Lots and such Qualified Bidder
becomes the Winning Bidder for an Auction Lot that has ended, then prior to the
commencement of any subsequent Auction for which the Qualified Bidder has
submitted an Qualified Bid, such Qualified Bidder may rescind (but not otherwise
modify) its Qualified Bid for such subsequent Auction at any time after the end of
the completed Auction until 15 minutes prior to the commencement of the
subsequent Auction.
(vii) Representations: Participation by a Qualified Bidder in an Auction will
constitute a reaffirmation, as of the date of such Auction, of all of the
representations and warranties in the Participation Agreement submitted by the
Qualified Bidder, including the Eligibility Representation.
E. Closing
The closing of the sale of an Auction Lot will occur in accordance with the terms of the
SPA.
F. Updates and Reservation of Rights
Treasury reserves the right to modify or supplement any aspect of these Auction
Procedures in its sole discretion, including, without limitation, by: (i) extending any
deadline set forth in these Auction Procedures; (ii) establishing additional requirements
for participation in an Auction; and (iii) rescheduling or canceling Auctions. Treasury
also reserves the right to reject any or all Opening Bids, Qualified Bids, and Overbids, if
it deems appropriate and consistent with applicable law.
Treasury may update these Auction Procedures, the form of Participation Agreement, the
form of SPA, or other terms and conditions related to the Auction Lots and the Auction
from time to time. Updates will be posted on Treasury’s website at the link referenced
above. Interested bidders are encouraged to monitor the website for updates.
6
SCHEDULE A
WARRANT SUMMARY
[Schedule A to Participation Agreement]
PSP1, PSP2, PSP3, and Loan Program - Issuer Warrant Tranche Summary As of 5/22/20241
Alaska Air Group, Inc. (ALK) Strike Price2 # of Warrants2 Expiration Date3
Loan - Tranche 1 $31.61 427,080 09/28/25
PSP 1 - Tranche 1 31.61 846,748 04/23/25
PSP 1 - Tranche 2 31.61 27,595 4 06/23/25
PSP 1 - Tranche 3 31.61 7,163 07/31/25
PSP 1 - Tranche 4 31.61 7,165 08/31/25
PSP 1 - Tranche 5 31.61 27,258 4 09/30/25
PSP 1 - Tranche 6 31.61 12,197 02/19/26
PSP 2 - Tranche 1 52.25 95,532 01/15/26
PSP 2 - Tranche 2 52.25 5,695 02/05/265
PSP 2 - Tranche 3 52.25 154,647 03/19/26
PSP 2 - Tranche 4 52.25 3,770 04/08/26
PSP 2 - Tranche 5 52.25 45,855 04/29/26
PSP 3 - Tranche 1 66.39 88,395 04/29/26
PSP 3 - Tranche 2 66.39 133,417 06/03/26
Total Alaska Air Group, Inc. (ALK) Warrants 1,882,517
Alaska Air Group, Inc. (ALK) Lot Reserve Price $17,000,000
Allegiant Travel Company (ALGT) Strike Price2 # of Warrants2 Expiration Date3
PSP 1 - Tranche 1 $80.632 7,567.00 05/29/25
PSP 1 - Tranche 2 80.632 12,792.18 06/30/25
PSP 1 - Tranche 3 80.632 6,396.09 07/31/25
PSP 1 - Tranche 4 80.632 1,851.96 09/30/25
PSP 2 - Tranche 1 173.428 954.91 04/22/26
Total Allegiant Travel Company (ALGT) Warrants 29,562.14
Allegiant Travel Company (ALGT) Lot Reserve Price $50,000
American Airlines Group Inc. (AAL) Strike Price2 # of Warrants2 Expiration Date3
Loan - Tranche 1 $12.51 4,396,483 09/25/25
PSP 1 - Tranche 1 12.51 6,703,550 04/20/25
PSP 1 - Tranche 2 12.51 2,776,937 05/29/25
PSP 1 - Tranche 3 12.51 2,776,937 06/30/25
PSP 1 - Tranche 4 12.51 1,388,469 07/30/25
PSP 1 - Tranche 5 12.51 401,925 09/30/25
PSP 2 - Tranche 1 15.66 2,751,594 01/15/26
PSP 2 - Tranche 2 15.66 2,942,229 03/17/26
PSP 2 - Tranche 3 15.66 882,669 04/23/265
PSP 3 - Tranche 1 21.75 2,173,817 04/23/26
PSP 3 - Tranche 2 21.75 2,233,304 06/24/26
Total American Airlines Group Inc. (AAL) Warrants 29,427,914
American Airlines Group Inc. (AAL) Lot Reserve Price $59,000,000
Page 1 of 4
PSP1, PSP2, PSP3, and Loan Program - Issuer Warrant Tranche Summary
Delta Air Lines, Inc. (DAL) Strike Price2 # of Warrants2 Expiration Date3
PSP 1 - Tranche 1 $24.146 3,252,864.11 04/20/25
PSP 1 - Tranche 2 24.146 1,350,842.60 05/29/25
PSP 1 - Tranche 3 24.146 1,350,842.60 06/30/25
PSP 1 - Tranche 4 24.146 675,420.79 07/30/25
PSP 1 - Tranche 5 24.146 195,516.73 09/30/25
PSP 2 - Tranche 1 39.362 1,014,135.45 01/15/26
PSP 2 - Tranche 2 39.362 1,090,351.40 03/05/26
PSP 2 - Tranche 3 39.362 327,105.82 04/29/26
PSP 3 - Tranche 1 47.357 908,724.87 04/23/265
PSP 3 - Tranche 2 47.357 972,073.97 06/03/26
Total Delta Air Lines, Inc. (DAL) Warrants 11,137,878.35
Delta Air Lines, Inc. (DAL) Lot Reserve Price $221,000,000
Frontier Group Holdings, Inc. (ULCC)6 Strike Price2 # of Warrants2 Expiration Date3
Loan - Tranche 1 $6.36 2,358,090 09/28/25
PSP 1 - Tranche 1 6.36 11,514 05/19/25
PSP 1 - Tranche 2 6.36 96,634 07/30/25
PSP 1 - Tranche 3 6.36 27,968 09/30/25
PSP 1 - Tranche 4 6.36 193,230 05/29/25
PSP 1 - Tranche 5 6.36 193,230 06/29/255
PSP 2 - Tranche 1 11.65 103,208 03/05/26
PSP 2 - Tranche 2 11.65 54,105 04/29/26
PSP 3 - Tranche 1 18.85 79,961 06/03/26
Total Frontier Group Holdings, Inc. (ULCC) Warrants 3,117,940
Frontier Group Holdings, Inc. (ULCC) Lot Reserve Price $1,900,000
Hawaiian Holdings, Inc. (HA) Strike Price2 # of Warrants2 Expiration Date3
Loan - Tranche 1 $11.82 380,711 09/25/25
PSP 1 - Tranche 1 11.82 117,335 04/22/25
PSP 1 - Tranche 2 11.82 148,457 05/29/25
PSP 1 - Tranche 3 11.82 148,457 06/30/25
PSP 1 - Tranche 4 11.82 74,228 07/30/25
PSP 1 - Tranche 5 11.82 21,487 09/30/25
PSP 2 - Tranche 1 17.78 113,940 03/05/26
PSP 2 - Tranche 2 17.78 42,400 04/23/265
PSP 3 - Tranche 1 27.27 87,670 06/03/26
Total Hawaiian Holdings, Inc. (HA) Warrants 1,134,685
Hawaiian Holdings, Inc. (HA) Lot Reserve Price $2,700,000
Page 2 of 4
PSP1, PSP2, PSP3, and Loan Program - Issuer Warrant Tranche Summary
JetBlue Airways Corporation (JBLU) Strike Price2 # of Warrants2 Expiration Date3
Loan - Tranche 1 $9.50 1,210,526 09/29/25
PSP 1 - Tranche 1 9.50 2,639,226 04/23/25
PSP 1 - Tranche 2 9.50 85,540 09/30/25
PSP 2 - Tranche 1 14.43 316,583 01/15/26
PSP 2 - Tranche 2 14.43 524,483 03/05/26
PSP 2 - Tranche 3 14.43 157,345 04/29/26
PSP 3 - Tranche 1 19.90 257,175 05/06/26
PSP 3 - Tranche 2 19.90 407,929 06/03/26
Total JetBlue Airways Corporation (JBLU) Warrants 5,598,807
JetBlue Airways Corporation (JBLU) Lot Reserve Price $50,000
SkyWest, Inc. (SKYW) Strike Price2 # of Warrants2 Expiration Date3
Loan - Tranche 1 $28.38 211,416 09/29/25
PSP 1 - Tranche 1 28.38 125,804 04/23/25
PSP 1 - Tranche 2 28.38 92,605 05/29/25
PSP 1 - Tranche 3 28.38 92,605 07/01/25
PSP 1 - Tranche 4 28.38 46,303 07/31/25
PSP 1 - Tranche 5 28.38 13,403 09/30/25
PSP 2 - Tranche 1 40.41 12,288 01/15/26
PSP 2 - Tranche 2 40.41 86,527 03/08/26
PSP 2 - Tranche 3 40.41 25,958 04/23/265
PSP 3 - Tranche 1 57.47 13,058 04/23/265
PSP 3 - Tranche 2 57.47 65,259 06/10/26
Total SkyWest, Inc. (SKYW) Warrants 785,226
SkyWest, Inc. (SKYW) Lot Reserve Price $30,000,000
Southwest Airlines Co. (LUV) Strike Price2 # of Warrants2 Expiration Date3
PSP 1 - Tranche 1 $35.266 1,301,188.71 04/20/25
PSP 1 - Tranche 2 35.266 554,503.05 05/29/25
PSP 1 - Tranche 3 35.266 554,503.05 06/30/25
PSP 1 - Tranche 4 35.266 277,251.02 07/30/25
PSP 1 - Tranche 5 35.266 80,256.54 09/30/25
PSP 2 - Tranche 1 44.750 511,967.47 01/15/26
PSP 2 - Tranche 2 44.750 579,006.75 03/05/26
PSP 2 - Tranche 3 44.750 173,702.54 04/23/265
PSP 3 - Tranche 1 56.576 438,203.46 04/23/265
PSP 3 - Tranche 2 56.576 491,229.18 06/03/26
Total Southwest Airlines Co. (LUV) Warrants 4,961,811.77
Southwest Airlines Co. (LUV) Lot Reserve Price $1,700,000
Page 3 of 4
PSP1, PSP2, PSP3, and Loan Program - Issuer Warrant Tranche Summary
Strike Price2 # of Warrants2 Expiration Date3
Spirit Airlines, Inc. (SAVE)
PSP 1 - Tranche 1 $11.393 177,394.66 04/20/25
PSP 1 - Tranche 2 11.393 176,286.10 05/29/25
PSP 1 - Tranche 3 11.393 176,286.10 06/30/25
PSP 1 - Tranche 4 11.393 88,143.05 07/31/25
PSP 1 - Tranche 5 11.393 25,515.29 10/02/25
PSP 2 - Tranche 1 19.761 128,224.47 03/05/26
PSP 2 - Tranche 2 19.761 42,006.21 04/29/26
PSP 3 - Tranche 1 29.496 99,526.95 06/03/26
Total Spirit Airlines, Inc. (SAVE) Warrants 913,382.82
Spirit Airlines, Inc. (SAVE) Lot Reserve Price $50,000
Strike Price2 # of Warrants2 Expiration Date3
United Airlines Holdings, Inc. (UAL)
Loan - Tranche 1 $31.50 1,650,794 09/28/25
PSP 1 - Tranche 1 31.50 2,265,951 04/20/25
PSP 1 - Tranche 2 31.50 944,476 05/29/25
PSP 1 - Tranche 3 31.50 944,476 06/30/25
PSP 1 - Tranche 4 31.50 472,238 07/30/25
PSP 1 - Tranche 5 31.50 136,700 09/30/25
PSP 2 - Tranche 1 43.26 835,553 01/15/26
PSP 2 - Tranche 2 43.26 904,901 03/08/26
PSP 2 - Tranche 3 43.26 271,470 04/29/26
PSP 3 - Tranche 1 53.92 723,076 04/29/26
PSP 3 - Tranche 2 53.92 778,714 06/10/26
Total United Airlines Holdings, Inc. Warrants 9,928,349
United Airlines Holdings, Inc. (UAL) Lot Reserve Price $159,000,000
Footnotes:
1. Summary schedule is updated as of May 22, 2024.
2. Numbers do not reflect adjustments related to dividends that have been declared but not paid as of May 22, 2024
3. Expiration date listed is the fifth anniversary of each warrant’s issuance date; if the expiration date is not a business day, the
warrants will expire on the next succeeding business day.
4. Warrant shares updated from the prior version dated May 16, 2024.
5. Expiration date updated from the prior version dated May 16, 2024.
6. All warrants issued by Frontier will be in the form of the warrant attached as Annex B to the Warrant Agreement, dated
April 29, 2021, between Frontier Group Holdings, Inc. and Treasury, which can be found at https://home.treasury.gov/
policy-issues/coronavirus/assistance-for-american-industry/airline-and-national-security-relief-programs.
Page 4 of 4
SCHEDULE B
BIDDER IDENTIFICATION INFORMATION, AUCTION LOT(S),
AND OPENING BID(S)
Name of Potential Bidder:_________________________________________________________
Potential Bidder’s State/Country of Formation or Domicile:______________________________
Potential Bidder’s EIN:___________________________________________________________
Business Address: Notice Address:
Street:_____________________________ Street (if different):_______________________
City, State, Zip:______________________ City, State, Zip:__________________________
Attn: _____________________________ Attn: ________________________________
Telephone No.:_______________________ E-mail address:__________________________
If the Potential Bidder is an entity formed for the purpose of submitting the Bid Package, the
Potential Bidder represents and warrants that the following are the legal name(s) of all direct and
indirect holders of more than 25% of any class of equity interests issued by the Potential Bidder
and the jurisdiction of organization of each listed entity.
Name of Holder Percentage and Nature of Jurisdiction
Ownership Interest in
Potential Bidder
[Schedule B to Participation Agreement]
The following table lists the Auction Lot(s) and Opening Bid(s) in accordance with Sections 2
and 3 of this Participation Agreement.
Auction Lot Number Warrants Issuer Opening Bid
[Schedule B to Participation Agreement]
File and source
- File
- TREAS-Form-AuctionParticipation-Agreement.pdf
- Size
- 608,881 bytes
- SHA-256
- b9837aa1de101ad6956066e8e6b99fff42cc7e5c0fd055366d382b6527e8acb1
- Original
- home.treasury.gov