SECURITIES AND EXCHANGE COMMISSION FORM 424B5 Prospectus filed pursuant to Rule 424(b)(5) Filing Date: 2013-05-24 SEC Accession No. 0001193125-13-235951 (HTML Version on secdatabase.com) FILER US AIRWAYS GROUP INC Mailing Address Business Address 111 WEST RIO SALADO 111 WEST RIO SALADO CIK:701345| IRS No.: 541194634 | State of Incorp.:DE | Fiscal Year End: 1231 PARKWAY PARKWAY Type: 424B5 | Act: 33 | File No.: 333-181718 | Film No.: 13872976 TEMPE AZ 85281 TEMPE AZ 85281 SIC: 4512 Air transportation, scheduled 4806930800 US AIRWAYS INC Mailing Address Business Address 111 WEST RIO SALADO 111 WEST RIO SALADO CIK:714560| IRS No.: 530218143 | State of Incorp.:DE | Fiscal Year End: 1231 PARKWAY PARKWAY Type: 424B5 | Act: 33 | File No.: 333-181718-01 | Film No.: 13872977 TEMPE AZ 85281 TEMPE AZ 85281 SIC: 4512 Air transportation, scheduled 4806930800 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-181718 CALCULATION OF REGISTRATION FEE Maximum Aggregate Amount of Title of Each Class of Securities Being Offered Offering Price Registration Fee Pass Through Certificates, Series 2012-2C $100,000,000 $13,640.00(1) (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Prospectus Supplement to Prospectus dated May 25, 2012. $100,000,000 2012-2C Pass Through Trust Pass Through Certificates, Series 2012-2C One new class of the US Airways Pass Through Certificates, Series 2012-2, is being offered under this prospectus supplement: Class C. US Airways is creating a pass through trust that will issue the Class C certificates. US Airways has previously issued two classes of US Airways Pass Through Certificates, Series 2012-2: Class A and Class B. A separate trust was established for each of the Class A certificates and Class B certificates at the time of the issuance thereof. The Class A certificates and Class B certificates were originally issued on December 13, 2012 and are not being offered pursuant to this prospectus supplement. A portion of the proceeds from the sale of the Class C certificates will be used to acquire equipment notes on the date of issuance. Such equipment notes will be issued by US Airways and will be secured, together with equipment notes held by the pass through trust for the Class A certificates and the pass through trust for the Class B certificates that have previously been issued, by new Airbus aircraft owned by US Airways as of the Class C Issuance Date. As of the date of this prospectus supplement, US Airways owns two (2) new Airbus aircraft that will secure equipment notes to be acquired by the pass through trust for the Class C certificates on the Class C Issuance Date. In addition, US Airways expects to acquire two (2) new Airbus aircraft on or following the date of this Prospectus Supplement and prior to the Class C Issuance Date that will secure equipment notes to be acquired by the pass through trust for the Class C certificates on the Class C Issuance Date although the actual delivery date for such aircraft may be subject to delay. The proceeds from the sale of the Class C certificates that are not used to acquire equipment notes secured by aircraft owned by US Airways on the Class C Issuance Date will initially be held in escrow, and interest on the escrowed funds will be payable semiannually on June 3 and December 3, commencing December 3, 2013. The trusts will use the escrowed funds to acquire additional equipment notes. The additional equipment notes will be issued by US Airways and will be secured by seven (7) new Airbus aircraft scheduled for delivery from June 2013 to October 2013 together with either or both of the two (2) new Airbus aircraft scheduled for delivery prior to the Class C Issuance Date if the delivery of such aircraft does not occur prior to such date. Payments on the equipment notes held in each trust will be passed through to the holders of certificates of such trust. Interest on the equipment notes held by the pass through trust for the Class C certificates will be payable semiannually on each June 3 and December 3 after issuance. The entire principal amount of the Series C Equipment Notes will be scheduled for payment on June 3, 2018. The Class A certificates rank senior to the Class B certificates and will rank senior to the Class C certificates. The Class B certificates rank junior to the Class A certificates and will rank senior to the Class C certificates. The Class C certificates will rank junior to the Class A certificates and the Class B certificates. Landesbank Hessen-Thüringen Girozentrale provides a liquidity facility for the Class A certificates and the Class B certificates, in each case, in an amount sufficient to make three semiannual interest payments. The Class C certificates will not have the benefit of a liquidity facility. The payment obligations of US Airways under the existing equipment notes are fully and unconditionally guaranteed by US Airways Group, Inc. The payment obligations of US Airways under the additional equipment notes will be fully and unconditionally guaranteed by US Airways Group, Inc. The Class C certificates will not be listed on any national securities exchange. Investing in the Class C certificates involves risks. See Risk Factors beginning on page S-21. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. Face Interest Final Expected Price to Pass Through Certificates Amount Rate Distribution Date Public(1) Class C $100,000,000 5.45 % June 3, 2018 100 % (1) Plus accrued interest, if any, from the date of issuance. The underwriter will purchase all of the Class C certificates if any are purchased. The aggregate proceeds from the sale of the certificates will be $100,000,000. US Airways will pay the underwriter a commission of $1,000,000. Delivery of the Class C certificates in book-entry form only will be made on or about June 6, 2013. Sole Structuring Agent and Sole Bookrunner Goldman, Sachs & Co. Prospectus Supplement dated May 22, 2013 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Prospectus Supplement Page Summary S-1 US Airways Group S-1 Recent Developments S-1 Summary of Terms of Certificates S-4 Equipment Notes and the Aircraft S-5 Loan to Aircraft Value Ratios S-6 Cash Flow Structure S-7 The Offering S-8 Summary Historical Consolidated Financial and Operating Data S-16 Risk Factors S-21 Risk Factors Relating to the Company and Industry Related Risks S-21 Risk Factors Relating to the Merger and the Combined Company S-36 Risk Factors Relating to the Certificates and the Offering S-41 Ratio of Earnings to Fixed Charges of US Airways S-47 Ratio of Earnings to Fixed Charges of US Airways Group S-48 Use of Proceeds S-49 Description of the Certificates S-50 General S-50 Payments and Distributions S-51 Pool Factors S-54 Reports to Certificateholders S-56 Indenture Defaults and Certain Rights Upon an Indenture Default S-57 Purchase Rights of Certificateholders S-58 PTC Event of Default S-59 Merger, Consolidation and Transfer of Assets S-59 Modifications of the Pass Through Trust Agreement and Certain Other Agreements S-60 Obligation to Purchase Equipment Notes S-63 Liquidation of Original Trusts S-76 Termination of the Trusts S-76 The Trustees S-77 Book-Entry; Delivery and Form S-77 Description of the Deposit Agreements S-80 General S-80 Unused Deposits S-80 Distribution Upon Occurrence of Triggering Event S-81 Replacement of Depositary S-81 Depositary S-81 Description of the Escrow Agreements S-82 Description of the Liquidity Facilities S-83 General S-83 Drawings S-83 Reimbursement of Drawings S-87 Liquidity Events of Default S-89 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Liquidity Provider S-89 Description of the Intercreditor Agreement S-90 Intercreditor Rights S-90 Post Default Appraisals S-92 S-i Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Page Priority of Distributions S-92 Voting of Equipment Notes S-97 List of Certificateholders S-97 Reports S-97 The Subordination Agent S-98 Description of the Aircraft and the Appraisals S-99 The Aircraft S-99 The Appraisals S-99 Timing of Financing the Aircraft S-101 Description of the Equipment Notes S-102 General S-103 Subordination S-104 Principal and Interest Payments S-104 Redemption S-104 Security S-106 Limitation of Liability S-106 Indenture Defaults, Notice and Waiver S-106 Remedies S-107 Modification of Indentures S-108 Indemnification S-109 Certain Provisions of the Indentures S-109 Possible Refinancing of Certificates S-114 Refinancing of Certificates S-114 Material U.S. Federal Income Tax Consequences S-115 General S-115 Tax Status of the Class C Trust S-115 Taxation of Class C Certificateholders Generally S-116 Effect of Reallocation of Payments