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Treasury Report Under Section 4026(b)(1)(C) of the CARES Act (December 5, 2020)

Summary

A U.S. Department of the Treasury report dated December 5, 2020, under Section 4026(b)(1)(C) of the CARES Act, reflecting 35 outstanding loans to air carriers, eligible businesses and national security businesses. YRC Worldwide, Inc. shows a $700,000,000 loan amount, $344,800,000 in total anticipated disbursements, $347,094,682 outstanding and $1,437,191 in cash interest receipts. Footnotes state that United Airlines, Inc. entered into a loan agreement for up to $5.17 billion on September 28, 2020, and an amendment on November 6, 2020 increased the maximum by $2.33 billion. Elite Airways, LLC entered into a loan agreement for up to $2,630,274 on November 9, 2020.

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“Treasury Report Under Section 4026(b)(1)(C) of the CARES Act (December 5, 2020).” Original at home.treasury.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/u-s-department-of-the-treasury-4026-b-1-c-loan-report-12-05-2020-10415227a8/, SHA-256 e2b6ea68245e53fd51716569fc532d155b73cfffb3202f90b43f2b40071ce919.

Full text

            Report Under Section 4026(b)(1)(C) of the CARES Act on
   Loans to Air Carriers, Eligible Businesses, and National Security Businesses

                                     December 5, 2020

Program Description

Section 4003 of the Coronavirus Aid, Relief and Economic Security Act (CARES Act)
authorizes the Treasury Department to make loans, loan guarantees, and other
investments to provide liquidity to eligible businesses related to losses incurred as a result
of coronavirus.

The CARES Act provides:

   (1) up to $25 billion for loans and loan guarantees for passenger air carriers; eligible
       businesses that are certified under 14 CFR part 145 and approved to perform
       inspection, repair, replace, or overhaul services; and ticket agents (as defined in
       49 U.S.C. § 40102);
   (2) up to $4 billion for loans and loan guarantees for cargo air carriers; and
   (3) up to $17 billion for loans and loan guarantees for businesses critical to
       maintaining national security.

A loan or loan guarantee under section 4003 may be made in such form and on such
terms and conditions and contain such covenants, representations, warranties, and
requirements as the Treasury Secretary determines appropriate. However, the CARES
Act specifies a number of requirements applicable to these loans. Among other
requirements under the statute, borrowers must agree to maintain employment levels as
of March 24, 2020 to the extent practicable, and in any case not reduce their employment
levels by more than 10 percent from the levels on such date, until September 30, 2020.
Borrowers must also agree to certain restrictions on employee compensation; agree not
to repurchase stock, except to the extent required under a contractual obligation in effect
as of March 27, 2020; and agree not to pay dividends or make other capital distributions
with respect to the borrower’s common stock until 12 months after the loan has been
repaid.

In addition, the CARES Act requires that Treasury receive a warrant or equity instrument
in the borrower if the borrower is a public company (unless Treasury determines that the
issuance of warrants or equity is infeasible, in which case the company must provide a
senior debt instrument), or a warrant, equity instrument, or senior debt instrument if the
borrower is a private company, to compensate taxpayers.

Reporting Requirements

The CARES Act requires Treasury to make a number of disclosures regarding its loans
and loan guarantees under section 4003 of the CARES Act:




                                              1
   (1) under section 4026(a) of the CARES Act, not later than 72 hours after any
       transaction under section 4003(b)(1), (2), or (3) of the CARES Act, Treasury must
       publish on its website a description of the transaction, certain transaction terms,
       and transaction documentation;
   (2) under section 4026(b)(1)(A) of the CARES Act, not later than seven days after any
       loan or loan guarantee under section 4003(b)(1), (2), or (3), Treasury must submit
       to Congress a report summarizing the actions taken under those provisions and
       certain related financial information;
   (3) under section 4026(b)(1)(B) of the CARES Act, not later than seven days after
       delivering the report to Congress described above, Treasury must publish the
       report on its website; and
   (4) under section 4026(b)(1)(C) of the CARES Act, every 30 days while a loan or loan
       guarantee under section 4003(b)(1), (2), or (3) is outstanding, Treasury must
       publish on its website a report summarizing its reports to Congress described
       above.

Treasury has published the information and reports described above on its website at
https://home.treasury.gov/policy-issues/cares/preserving-jobs-for-american-
industry/loans-to-air-carriers-eligible-businesses-and-national-security-businesses.

Current Report

This report summarizes information about transactions under sections 4003(b)(1), (2),
and (3) of the CARES Act. This report reflects 35 outstanding loans.

(See next page)




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Detailed Financial Statement


                                                                                                                                   Total        Cash
   Borrower           Borrower                                Date of Loan   Maturity     Total Anticipated                     Outstanding    Interest
    Name               Type1             City2       State2    Agreement      Date         Loan Amount        Disbursements3   Loan Amount4    Receipts

 Aero Hydraulics,    Repair Station
                                      Fayetteville    GA       10/26/2020    10/24/2025       $450,000           $450,000        $450,000         $0
       Inc.            Operator

                                                               9/28/2020
 Alaska Airlines,    Passenger Air
                                        Seattle       WA       (amended      9/26/2025     $1,928,000,000      $135,000,000     $135,000,000      $0
      Inc.5             Carrier
                                                               10/3/2020)

     Allflight       Repair Station
                                         Kent         WA        11/5/2020    11/5/2025       $4,721,260         $4,721,260       $4,721,260       $0
   Corporation         Operator

                                                                9/25/2020
    American         Passenger Air
                                      Fort Worth      TX        (amended     6/30/2025     $7,500,000,000      $550,000,000     $550,000,000      $0
  Airlines, Inc.6       Carrier
                                                               10/21/2020)
  American Jet
                     Passenger Air
  International                        Houston        TX        11/5/2020    11/5/2025       $1,162,124         $1,162,124       $1,162,124       $0
                        Carrier
   Corporation
    Aviation
                     Repair Station
 Management &                         Fort Pierce     FL        11/5/2020    11/5/2025       $4,026,705         $4,026,705       $4,026,705       $0
                       Operator
  Repairs, Inc.
  Bristin Travel,
                     Ticket Agent     Fayetteville    AR       10/26/2020    10/24/2025       $549,651           $549,651        $549,651         $0
        LLC
 Caribbean Sun       Passenger Air      Virginia
                                                      FL        11/5/2020    11/5/2025       $15,000,000            $0              $0            $0
  Airlines, Inc.        Carrier         Garden

    Channel            National
                                       Camden         NJ       11/12/2020    11/12/2025      $2,500,000         $2,500,000       $2,500,000       $0
  Logistics, LLC       Security

 Core Avionics &       National
                                        Tampa         FL        11/5/2020    11/5/2025       $6,000,000         $6,000,000       $6,000,000       $0
  Industrial, Inc.     Security

 Eastern Airlines,   Passenger Air
                                        Wayne         PA       10/28/2020    10/28/2025      $15,000,000        $15,000,000     $15,000,000       $0
      LLC               Carrier




                                                                             3
Detailed Financial Statement


                                                                                                                                   Total        Cash
   Borrower            Borrower                               Date of Loan   Maturity     Total Anticipated                     Outstanding    Interest
    Name                Type1            City2       State2    Agreement      Date         Loan Amount        Disbursements3   Loan Amount4    Receipts
                                                               11/9/2020
  Elite Airways,      Passenger Air
                                       Portland       ME       (amended      11/7/2025       $2,630,274         $2,630,274       $2,630,274       $0
       LLC11             Carrier
                                                               12/1/2020)

 Frontier Airlines,   Passenger Air
                                        Denver        CO        9/28/2020    9/26/2025      $574,000,000       $150,000,000     $150,000,000      $0
        Inc.             Carrier

                                                                9/25/2020
Hawaiian Airlines,    Passenger Air
                                       Honolulu        HI       (amended     6/28/2024      $622,000,000        $45,000,000     $45,000,000       $0
      Inc.7              Carrier
                                                               10/23/2020)

                        Cargo Air        Ft.
Island Wings, Inc.                                    FL        11/5/2020    11/5/2025        $294,350           $294,350        $294,350         $0
                         Carrier      Lauderdale

                                                               9/29/2020
 JetBlue Airways      Passenger Air   Long Island
                                                      NY       (amended      9/29/2025     $1,948,000,000      $115,000,000     $115,000,000      $0
  Corporation8           Carrier         City
                                                               11/3/2020)

 Legacy Airways,        Cargo Air
                                        Conroe        TX       10/20/2020    10/20/2025      $1,817,306         $1,817,306       $1,817,306       $0
      LLC                Carrier

                        National
 MapLarge, Inc.                         Atlanta       GA        11/2/2020    10/31/2025      $10,000,000        $10,000,000     $10,000,000       $0
                        Security
 Meridian Rapid
                        National
 Defense Group,                       Pasadena        CA       10/30/2020    10/30/2025      $7,100,000         $7,100,000       $7,100,000       $0
                        Security
      LLC
  Mesa Airlines,      Passenger Air
                                       Phoenix        AZ       10/30/2020    10/30/2025     $200,000,000       $195,000,000     $195,000,000      $0
      Inc.               Carrier

 Ovation Travel
                      Ticket Agent     New York       NY       10/15/2020    10/15/2025      $20,000,000        $20,000,000     $20,000,000       $0
  Group, Inc.

      oVio
                        National       Newport
  Technologies,                                       CA        11/2/2020    10/31/2025      $1,186,900         $1,186,900       $1,186,900       $0
                        Security        Beach
      Inc.
Republic Airways,     Passenger Air
                                      Indianapolis     IN       11/6/2020    11/6/2025       $77,000,000            $0              $0            $0
      Inc.               Carrier




                                                                             4
Detailed Financial Statement


                                                                                                                                 Total        Cash
   Borrower          Borrower                               Date of Loan   Maturity     Total Anticipated                     Outstanding    Interest
    Name              Type1            City2       State2    Agreement      Date         Loan Amount        Disbursements3   Loan Amount4    Receipts
  Semahtronix,        National
                                       Flippin      AR       11/13/2020    11/13/2025      $1,999,100         $1,999,100       $1,999,100       $0
     LLC              Security

                      National
Semantic AI, Inc.                    San Diego      CA       11/13/2020    11/13/2025       $506,300           $506,300        $506,300         $0
                      Security


                                                              9/29/2020
SkyWest Airlines,   Passenger Air
                                     St. George     UT        (amended     9/29/2025      $725,000,000        $60,000,000     $60,000,000       $0
     Inc.9             Carrier
                                                             10/28/2020)


Southern Airways    Passenger Air     Pompano
                                                    FL       10/28/2020    10/28/2025      $1,838,501         $1,838,501       $1,838,501       $0
 Express, LLC          Carrier         Beach


                      National
 SpinLaunch, Inc.                    Long Beach     CA       11/13/2020    11/13/2025      $2,519,200         $2,519,200       $2,519,200       $0
                      Security


                    Passenger Air
Sun Country, Inc.                    Minneapolis    MN       10/26/2020    10/24/2025      $45,000,000        $45,000,000     $45,000,000       $0
                       Carrier


 Thomas Global      Repair Station
                                       Irvine       CA        11/9/2020    11/7/2025       $1,400,000         $1,400,000       $1,400,000       $0
 Systems, LLC         Operator


  Timco Engine      Repair Station
                                      Oscoda        MI        11/5/2020    11/5/2025       $8,390,240         $8,390,240       $8,390,240       $0
   Center, Inc.       Operator


                                                             9/28/2020
 United Airlines,   Passenger Air
                                      Chicago        IL      (amended      9/26/2025     $7,500,000,000      $520,000,000     $520,000,000      $0
      Inc.10           Carrier
                                                             11/6/2020)

Visual Semantics,     National
                                       Austin       TX       10/30/2020    10/30/2025      $1,053,200         $1,053,200       $1,053,200       $0
       Inc.           Security




                                                                           5
Detailed Financial Statement


                                                                                                                                                                                    Total                  Cash
   Borrower               Borrower                                              Date of Loan           Maturity         Total Anticipated                                        Outstanding              Interest
    Name                   Type1                  City2           State2         Agreement              Date             Loan Amount                 Disbursements3             Loan Amount4              Receipts
  Wiser Imagery             National
                                             Murfreesboro           TN            10/30/2020          10/30/2025             $3,069,700                   $3,069,700               $3,069,700                 $0
  Services, LLC             Security

 YRC Worldwide,             National            Overland
                                                                    KS             7/7/2020           9/30/2024             $700,000,000                $344,800,000              $347,094,682           $1,437,191
      Inc.                  Security             Park

  Note: Data are as of the date of this report.

  1.  Only certain categories of entities are eligible to receive loans under sections 4003(b)(1), (2), and (3) of the CARES Act. Under those provisions, a borrower must be a passenger air carrier; a
      business that is certified under 14 CFR part 145 and approved to perform inspection, repair, replace, or overhaul services; a ticket agent (as defined in 49 U.S.C. 40102); a cargo air carrier; or a
      business critical to maintaining national security.
  2. The location provided is the address included by the borrowers in their applications and may not indicate all locations in which a borrower operates.
  3. “Disbursements” includes all loan disbursements.
  4. “Total Outstanding Loan Amount” includes all loan disbursements and increases of loan principal amount arising from payment-in-kind (PIK) interest, less any repayments of principal.
  5. Alaska Airlines, Inc. entered into a loan agreement for up to $1.301 billion on September 28, 2020, and an amendment on October 30, 2020, increasing the maximum loan amount by $627
      million.
  6. American Airlines entered into a loan agreement for up to $5.477 billion on September 25, 2020, and an amendment on October 21, 2020, increasing the maximum loan amount by $2.023
      billion.
  7. Hawaiian Airlines entered into a loan agreement for up to $420 million on September 28, 2020, and an amendment on October 23, 2020, increasing the maximum loan amount by $202 million.
  8. JetBlue Airways Corporation entered into a loan agreement for up to $1.14 billion on September 29, 2020, and an amendment on November 3, 2020, increasing the maximum loan amount by
      $808 million.
  9. SkyWest Airlines, Inc. entered into a loan agreement for up to $573 million on September 29, 2020, and an amendment on October 28, 2020, increasing the maximum loan amount by $152
      million.
  10. United Airlines, Inc. entered into a loan agreement for up to $5.17 billion on September 28, 2020, and an amendment on November 6, 2020, increasing the maximum loan amount by $2.33
      billion.
  11. Elite Airways, LLC entered into a loan agreement for up to $2,630,274 on November 9, 2020, and an amendment on December 1, 2020, which extended the termination date for Treasury’s
      commitment to December 1, 2020.




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