Hawaiian Airlines Subsidiaries Offer New 11% Notes in Exchange for Existing 5.75% Notes

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Hawaiian Airlines, Inc. (“Company”) today announced the commencement of an exchange offer (“Exchange Offer”) and consent solicitation (“Consent Solicitation”) by its subsidiaries, Hawaiian Brand Intellectual Property, Ltd. (“Brand Issuer”) and HawaiianMiles Loyalty, Ltd. (“Loyalty Issuer”) (collectively, “Issuers”). The Issuers are offering to exchange their outstanding 5.750% Senior Secured Notes due 2026 (“Existing Notes”) for 11.000% Senior Secured Notes due 2029 (“New Notes”) and cash.

Exchange Consideration per $1,000 Principal Amount of 2026 Notes

Prior to launching the Exchange Offer, holders of nearly 50% of the aggregate principal amount of Existing Notes indicated their intent to participate, but there is no assurance they will.

The Consent Solicitation seeks consents (“Consents”) for proposed amendments (“Proposed Amendments”) to the indenture governing the Existing Notes. Eligible Holders who tender their Existing Notes must also deliver Consents to the Proposed Amendments, and cannot deliver Consents without tendering their Existing Notes.

The Exchange Offer and Consent Solicitation is made solely to Eligible Holders, defined as holders reasonably believed to be “qualified institutional buyers” under Rule 144A of the Securities Act of 1933 (“Securities Act”), or holders outside the United States who are not “U.S. persons” as defined in Regulation S under the Securities Act. The terms are detailed in the confidential offering memorandum and solicitation statement (“Offering Memorandum”) and the related letter of transmittal (“Letter of Transmittal”), both dated June 24, 2024.

Key Dates and Terms:

• Early Exchange Time: 5:00 p.m. NYC Time, July 9, 2024 – Eligible Holders receive $825.0 of New Notes and $175.0 cash per $1,000 of Existing Notes.
• Expiration Time: 5:00 p.m. NYC Time, July 24, 2024 – Eligible Holders receive $825.0 of New Notes and $125.0 cash per $1,000 of Existing Notes.
• Withdrawal Deadline: 5:00 p.m. NYC Time, July 9, 2024.
• Minimum Participation Condition: At least $1,140,000,000 aggregate principal amount of Existing Notes must be tendered, with specific provisions for amounts between $800,000,000 and $1,140,000,000.

Holders of Existing Notes will also receive accrued and unpaid interest in cash up to the settlement date.

Consummation of the Exchange Offer and Consent Solicitation is subject to conditions set forth in the Exchange Offer Materials, which can be obtained by Eligible Holders from Global Bondholder Services Corporation.

This announcement is for informational purposes only and does not constitute an offer to purchase or sell any securities. The Exchange Offer and Consent Solicitation is subject to significant restrictions and is limited to “qualified institutional buyers” and non-“U.S. persons” as per the Securities Act. The New Notes have not been registered under the Securities Act or state securities laws and are subject to transfer and resale restrictions as described in the Exchange Offer Materials.