Issuer Free Writing Prospectus
Filed pursuant to Rule 433(d)
Registration No. 333-133187
March 27, 2007
Filed pursuant to Rule 433(d)
Registration No. 333-133187
March 27, 2007
Continental Airlines, Inc. (“Continental”)
(NYSE Symbol: CAL)
(NYSE Symbol: CAL)
| Securities: | Class A Pass | Class B Pass Through | Class C Pass Through | |||
| Through | Certificates, | Certificates, | ||||
| Certificates, | Series 2007-1 ("Class B | Series 2007-1 ("Class C | ||||
| Series 2007-1 | Certificates") | Certificates" and, | ||||
| ("Class A | together with the Class A | |||||
| Certificates") | Certificates and the Class B | |||||
| Certificates, the | ||||||
| “Certificates”) | ||||||
Amount: |
$756,762,000 | $221,850,000 | $168,198,000 | |||
Public Offering
Price: |
100% | 100% | 100% | |||
CUSIP: |
21079N AA9 | 21079R AA0 | 21079Q AA2 | |||
ISIN: |
US21079NAA90 | US21079RAA05 | US21079QAA22 | |||
Coupon: |
5.983% | 6.903% | 7.339% | |||
Make-Whole Spread: |
0.25% | 0.40% | 0.50% | |||
Available Amount
under Liquidity
Facility at April
19, 2009: |
$67,915,606 | $22,971,458 | N/A | |||
Liquidity Facility
Initial Maximum
Commitment Amount: |
$69,047,532 | $23,354,316 | N/A |
Optional Redemption:
|
Continental may elect to redeem all of the Equipment Notes issued with respect to an Aircraft prior to maturity at any time. In addition, Continental may elect to redeem the Series B or Series C Equipment Notes with respect to all Aircraft in connection with a refinancing of such Series. The redemption price in such case will be the aggregate unpaid principal amount thereof, together with accrued and unpaid interest thereon to, but not including, the date of redemption plus a Make-Whole Premium calculated by using the Make-Whole Spread described above. | |
Use of Proceeds:
|
The proceeds from the sale of the Certificates of each Trust will initially be held in escrow and deposited with the Depositary, pending delivery of each Aircraft to be financed. Each Trust will withdraw funds from the escrow relating to such Trust to acquire Equipment Notes as these Aircraft are delivered and financed. The Equipment Notes will be issued to finance the purchase by Continental of 30 new Boeing aircraft. |
| Principal Amount of | Principal Amount of | Principal Amount of | ||||||||||
| Underwriting | Class A Certificates | Class B Certificates | Class C Certificates | |||||||||
Morgan Stanley & Co. Incorporated |
$ | 108,114,000 | $ | 31,698,000 | $ | 24,030,000 | ||||||
Credit Suisse Securities (USA) LLC |
$ | 108,108,000 | $ | 31,692,000 | $ | 24,028,000 | ||||||
Merrill Lynch, Pierce, Fenner & Smith
Incorporated |
$ | 108,108,000 | $ | 31,692,000 | $ | 24,028,000 | ||||||
Citigroup Global Markets Inc. |
$ | 108,108,000 | $ | 31,692,000 | $ | 24,028,000 | ||||||
UBS Securities LLC |
$ | 108,108,000 | $ | 31,692,000 | $ | 24,028,000 | ||||||
Calyon Securities (USA) Inc. |
$ | 108,108,000 | $ | 31,692,000 | $ | 24,028,000 | ||||||
J.P. Morgan Securities Inc. |
$ | 108,108,000 | $ | 31,692,000 | $ | 24,028,000 | ||||||
Underwriting Commission: |
$ | 9,174,480 | ||||||||||
Continental’s Transaction Expenses: |
$ | 2,400,000 | ||||||||||
| Class A Pass Through | Class B Pass Through | Class C Pass Through | ||||||||||
| Certificates | Certificates | Certificates | ||||||||||
Concession to Selling Group Members: |
0.475% | 0.475% | 0.475% | |||||||||
Discount to Brokers/Dealers: |
0.250% | 0.250% | 0.250% | |||||||||
Underwriting Agreement: |
Dated March 27, 2007 | |
Trade Date:
|
March 27, 2007 | |
Settlement Date:
|
April 10, 2007 (T+9) closing date, the 9th business day following the date hereof | |
Preliminary Prospectus Supplement: |
Continental has prepared a Preliminary Prospectus Supplement, dated March 27, 2007, which includes additional information regarding the Certificates |
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
Morgan Stanley toll-free 1-866-718-1649 (institutional investors)