Item 1.01 Entry into a Material Definitive Agreement.
On August 6, 2009, Continental Airlines, Inc. (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement") with Goldman, Sachs & Co.
(the "Underwriter") relating to the issuance and sale of 14,400,000 shares of
the Company's Class B common stock, par value $0.01 per share (the "Common
Stock"), at an offering price to the public of $11.20 per share. The closing of
the offering, which is subject to customary closing conditions, is expected to
occur on August 12, 2009.
These shares of Common Stock will be issued pursuant to the Company's shelf
registration statement (the "Registration Statement") on Form S-3
(No. 333-158781), which was automatically effective upon filing with the
Securities and Exchange Commission on April 24, 2009.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on
Form 8-K (this "Report"), and the description of the material terms of the
Underwriting Agreement is qualified in its entirety by reference to such
exhibit. The Underwriting Agreement is also filed with reference to, and is
hereby incorporated by reference into, the Registration Statement. A copy of the
opinion of Vinson & Elkins L.L.P. relating to the legality of the issuance and
sale of the shares in the offering is filed as Exhibit 5.1 to this Report and is
filed with reference to, and is hereby incorporated by reference into, the
Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement dated August 6, 2009 between Continental
Airlines, Inc. and Goldman, Sachs & Co.
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
