Issuer
Free Writing Prospectus
Filed
pursuant to Rule 433(d)
Registration
No. 333-158781
June
16, 2009
Continental
Airlines, Inc. (“Continental”)
(NYSE Symbol:
CAL)
|
Securities:
|
Class
A Pass Through
Certificates,
Series 2009-1
(“Certificates”)
|
|||
|
Amount:
|
$389,687,000
|
|||
|
CUSIP:
|
21079TAA6
|
|||
|
ISIN:
|
US21079TAA60
|
|||
|
Coupon:
|
9.000%
|
|||
|
Amount
Available
under
Liquidity
Facility
at January 8,
2010:
|
$51,544,342
|
|||
|
Initial
“Maximum
Commitment”
under
Liquidity
Facility:
|
$53,289,697
|
|||
|
Public
Offering Price:
|
100%
|
|||
|
Make-Whole
Spread
Over
Treasuries:
|
T+75
bps
|
|||
|
Underwriters
Purchase
Commitments:
|
Underwriter
|
Principal
Amount
of Certificates
|
||
|
Morgan
Stanley & Co.
Incorporated
|
$129,895,667
|
|||
|
Goldman,
Sachs & Co.
|
$129,895,667
|
|||
|
Calyon
Securities (USA) (Inc.)
|
$129,895,666
|
|||
|
Underwriting
Commission:
|
$5,845,305
|
|||
|
Concession
to Selling
Group
Members:
|
0.500%
|
|||
|
Discount
to
Brokers/Dealers:
|
0.250%
|
|||
|
Underwriting
Agreement:
|
June
16, 2009
|
|||
|
Settlement:
|
July
1, 2009 (T+11) closing date, the 11th
business day following the date hereof
|
|||
|
Preliminary
Prospectus
Supplement:
|
Continental
has prepared and filed with the SEC a Preliminary Prospectus Supplement,
dated June 16, 2009, 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).