AMR raises $726 million http://www.google.com/url?url=http://www.bloomberg.com/news/2011-09-27/american-airlines-plans-first-debt-since-january-as-risk-rises.html&rct=j&sa=X&ei=5mmCTpSKKayOsALX3bH5Dg&ved=0CDQQ-AsoATAA&q=AMR&usg=AFQjCNEvaTh24BYlIPTVrXOSaCMn7vvhTg
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424B3
AMR CORP filed this Form 424B3 on 09/27/11
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The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(B)(3)
Registration No. 333-160646-01
333-160646
SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 2011
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 17, 2009)
$725,694,000
2011-2 CLASS A PASS THROUGH TRUST
CLASS A PASS THROUGH CERTIFICATES, SERIES 2011-2
American Airlines, Inc. is creating a pass through trust that will issue American Airlines, Inc. Class A Pass Through Certificates, Series 2011-2. The Class A Certificates are being offered pursuant to this prospectus supplement.
As described herein, American may create a separate pass through trust that will issue American Airlines, Inc. Class B Pass Through Certificates, Series 2011-2. American may, at any time on or after the date of this prospectus supplement, offer Class B Certificates, including by means of this prospectus supplement and a related company free writing prospectus based on the terms and conditions described herein and therein. See “Information Relating to Class B Certificates.”
The Class A Certificates will represent interests in the assets of the related pass through trust. The proceeds from the sale of the Class A Certificates will initially be held in escrow and will thereafter be used by such pass through trust to acquire the related series of equipment notes to be issued by American on a full recourse basis. Payments on the equipment notes held in such pass through trust will be passed through to the holders of the Class A Certificates. Distributions on the Class A Certificates will be subject to certain subordination provisions described herein. The Class A Certificates do not represent interests in, or obligations of, American or any of its affiliates.
Subject to the distribution provisions described herein, the Class A Certificates will rank generally senior to any Class B Certificates that may be issued.
The equipment notes expected to be held by the pass through trust for the Class A Certificates and, if applicable, the pass through trust for any Class B Certificates will be issued for each of (a) 14 Boeing 737-823 aircraft delivered new to American from 1999 to 2001 and 2 Boeing 737-823 aircraft delivered new to American in 2009, (B) 14 Boeing 757-223 aircraft delivered new to American in 1999 and 2001 and (c) 13 Boeing 777-223ER aircraft delivered new to American in 2001. The equipment notes issued for each aircraft will be secured by a security interest in such aircraft. Interest on the issued and outstanding equipment notes expected to be held by the pass through trust for the Class A Certificates will be payable semiannually on April 15 and October 15 of each year, commencing on April 15, 2012, and principal on such equipment notes is scheduled for payment on April 15 and October 15 of certain years, commencing on April 15, 2012.
Morgan Stanley Bank, N.A., will provide a liquidity facility for the Class A Certificates in an amount sufficient to make three semiannual interest distributions on the outstanding balance of the Class A Certificates.
The payment obligations of American under the equipment notes expected to be held by the pass through trust for the Class A Certificates will be fully and unconditionally guaranteed by AMR Corporation.
The Class A Certificates will not be listed on any national securities exchange.
Investing in the Certificates involves risks. See “Risk Factors” beginning on page S-24.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Aggregate
Face
Final Expected
Price to
Pass Through Certificates Amount Interest Rate Distribution Date Public(1)
Class A $725,694,000 % October 15, 2021 100%
(1) Plus accrued interest, if any, from the date of issuance.
The underwriters will purchase all of the Class A Certificates if any are purchased. The aggregate proceeds from the sale of the Class A Certificates will be $725,694,000. American will pay the underwriters a commission of $ . Delivery of the Class A Certificates in book-entry form will be made on or about , 2011 against payment in immediately available funds.
Joint Bookrunners
MORGAN STANLEY DEUTSCHE BANK SECURITIES
Joint Structuring Agent Joint Structuring Agent
GOLDMAN, SACHS & CO. CREDIT SUISSE CITIGROUP
The date of this prospectus supplement is , 2011.
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