ALLEGIANT TRAVEL COMPANY ANNOUNCES EARLY TENDER RESULTS AND RECEIPT OF CONSENTS FROM THE HOLDERS OF A MAJORITY OF THE OUTSTANDING PRINCIPAL AMOUNT OF ITS 7.250% SENIOR SECURED NOTES DUE 2027

Rhea-AI Summary

Allegiant Travel Company (NASDAQ: ALGT) reported early results of its cash tender offer for its 7.250% Senior Secured Notes due 2027. Holders tendered $377.534 million of the $403.009 million outstanding and delivered consents representing 93.68% of principal.

Early tenders are eligible for total consideration of $1,005 per $1,000, including a $50 early tender premium, with initial settlement expected June 24, 2026, subject to completion of one or more debt financings. The consents support amendments reducing restrictive covenants and notice periods, which become operative once a majority of notes are purchased.

Positive

• Notes tendered of $377.534M out of $403.009M outstanding (93.68%)
• Majority consents allow proposed amendments to the 2027 notes indenture
• Early settlement planned for June 24, 2026, subject to conditions

Negative

• Total consideration of $1,005 per $1,000 exceeds par redemption value
• Settlement conditioned on completing one or more debt financings
• Remaining notes may later require cash for 100% redemption plus interest

News Market Reaction – ALGT

+3.65%

+3.65% Session close to close

In the Jun 24 session, ALGT gained 3.65%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement shows high participation in retiring 7.250% Notes, with consents from over 90% of ...

Analysis

This announcement shows high participation in retiring 7.250% Notes, with consents from over 90% of principal, continuing a broader refinancing effort. Key variables are completion of new financings and how amended covenants influence future balance sheet flexibility.

Key Figures

Principal tendered: $377,534,000 Outstanding principal: $403,009,000 Consent participation: 93.68% +5 more

8 metrics

Principal tendered $377,534,000 Aggregate principal amount of 7.250% Notes tendered by June 23, 2026

Outstanding principal $403,009,000 Remaining aggregate principal amount of 7.250% Senior Secured Notes due 2027

Consent participation 93.68% Percentage of aggregate principal amount delivering consents by Early Tender Deadline

Tender Offer Consideration $955.00 Per $1,000 principal amount accepted at or before Expiration Time

Early Tender Premium $50.00 Per $1,000 principal for tenders at or before Early Tender Deadline

Total Consideration $1,005.00 Tender plus early premium per $1,000 principal for early tenders

Coupon rate 7.250% Interest rate on Senior Secured Notes due 2027

Redemption price 100.00% Potential August 15, 2026 redemption of remaining Notes, plus accrued interest

Historical Context

5 past events · Latest: Jun 09 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 09	Debt offering	Negative	-7.5%	Upsized $650M senior secured notes due 2031 to refinance 2027 notes.
Jun 09	Tender launch	Neutral	+5.5%	Launched cash tender offer and consent solicitation for 7.25% 2027 notes.
Jun 09	Debt offering	Neutral	+5.5%	Announced private offering of $500M senior secured notes due 2031.
May 19	Route expansion	Positive	-6.4%	Added eight new nonstop routes expanding service to Florida markets.
May 18	Partnership news	Neutral	-0.3%	Selected Navan as internal employee business travel platform.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Most prior news events saw price moves broadly consistent with the perceived tone, with one notable selloff on otherwise expansionary route news.

Key Terms

tender offer, consent solicitation, indenture, events of default, +2 more

6 terms

tender offer financial

"pursuant to the Company's tender offer (the "Tender Offer") to purchase for cash"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

consent solicitation regulatory

"and solicitation of consents (the "Consent Solicitation") to proposed amendments"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

indenture regulatory

"to the Indenture, dated August 17, 2022 (the "Indenture"), which governs the Notes."

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

events of default regulatory

"eliminate most of the restrictive covenants and certain events of default applicable"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

notice of redemption regulatory

"does not constitute a notice of redemption with respect to the Notes."

A notice of redemption is a formal announcement from a bond or preferred-stock issuer that it will repay and retire those securities on a specified date and at a specified price, telling holders which issues will be called and when. It matters to investors because it changes the timing and amount of expected cash flows—like a store buying back a gift card early, you get your money sooner but may lose future income and must find a new place to reinvest.

senior secured notes financial

"7.250% Senior Secured Notes Due 2027 (the "Notes") validly tendered"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LAS VEGAS, June 23, 2026 /PRNewswire/ -- Allegiant Travel Company (NASDAQ: ALGT) (the "Company," "we," "us," or "our") announced today that it has received for purchase $377,534,000 aggregate principal amount of its outstanding 7.250% Senior Secured Notes Due 2027 (the "Notes") validly tendered (and not validly withdrawn) by 5:00 p.m., New York City time, on June 23, 2026 (the "Early Tender Deadline"), and has received consents (the "Consents") from holders (each a "Holder" and collectively the "Holders) of a majority (93.68%) of the aggregate principal amount of the Notes outstanding as of the Early Tender Deadline pursuant to the Company's tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding $403,009,000 remaining aggregate principal amount of Notes and solicitation of consents (the "Consent Solicitation") to proposed amendments (the "Proposed Amendments") to the Indenture, dated August 17, 2022 (the "Indenture"), which governs the Notes.

Information related to the Notes, the aggregate principal amount of Notes validly tendered (and not validly withdrawn) by the Early Tender Deadline, and other information relating to the Tender Offer and Consent Solicitation are listed in the table below. 

The terms and conditions of the Tender Offer and Consent Solicitation are described in greater detail in the Offer to Purchase and Consent Solicitation Statement, dated June 9, 2026 (the "Statement"), which Holders should carefully read before making any decision with respect to the Tender Offer and Consent Solicitation.

CUSIP No.

Title of Security

Outstanding Principal Amount

Principal Amount Tendered

Tender Offer Consideration(1)

Early Tender Premium (2)

Total Consideration (3)

144A: 01748X AD4 Reg S: U0177P AC2

7.250% Senior Secured Notes due 2027

$403,009,000

$377,534,000

$955.00

$50.00

$1,005.00

____________________
(1)	Per $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to the Expiration Time (as defined below) and excludes accrued and unpaid interest.
(2)	Per $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to the Early Tender Deadline.
(3)	Includes the Tender Offer Consideration plus the Early Tender Premium (as defined below) and excludes accrued and unpaid interest.

With respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline, the Company has elected to have an initial settlement date with payment for such Notes expected to occur on June 24, 2026 (unless extended by the Company) (the "Initial Settlement Date"), subject to the satisfaction of certain conditions described in the Statement, including the Company successfully completing one or more debt financings.  

Holders who validly tendered their Notes and thereby delivered their consents at or prior to the Early Tender Deadline are eligible to receive total consideration (the "Total Consideration") of $1,005.00 per $1,000 principal amount of Notes, which includes the consideration for the Notes validly tendered (and not validly withdrawn), pursuant to the Statement, of $955.00 per $1,000 principal amount of such Notes (the "Tender Offer Consideration") and the early tender premium of $50.00 per $1,000 principal amount of such Notes (the "Early Tender Premium").  Holders must have validly tendered and not validly withdrawn their Notes, and have their Notes accepted for purchase in the Tender Offer, at or prior to the Early Tender Deadline in order to be eligible to receive the Total Consideration.

Holders who validly tender their Notes after the Early Tender Deadline, but at or prior to 5:00 p.m., New York City time, on July 9, 2026, unless extended or earlier terminated by the Company (such time and date as the same may be extended or earlier terminated, the "Expiration Time") will be eligible to receive only the Tender Offer Consideration for such Notes if such Notes are accepted for purchase, and will not be entitled to the Early Tender Premium.

A Holder cannot deliver a consent with respect to the Notes without tendering its corresponding Notes or tender its Notes without delivering a corresponding consent.  Holders of Notes who tender their Notes will be deemed by virtue of such tender to have delivered their consent to the Proposed Amendments.

The Consents received as of the Early Tender Deadline are sufficient to effect all of the Proposed Amendments as set forth in the Statement. 

Subject to the satisfaction of the conditions described in the Statement, the Company intends to execute a supplement to the Indenture (the "First Supplemental Indenture") on the Initial Settlement Date in order to effect the Proposed Amendments.  The Proposed Amendments eliminate most of the restrictive covenants and certain events of default applicable to the Notes, reduce the minimum notice period required for redemptions of the Notes from 30 days as currently required by the Indenture to 3 business days and amend certain other provisions applicable to the Notes.  The First Supplemental Indenture is described in greater detail in the Statement.  The Proposed Amendments will become operative pursuant to the First Supplemental Indenture only upon the Company's purchase of a majority of the outstanding Notes that have been validly tendered (and not validly withdrawn) pursuant to the Tender Offer. 

Holders whose Notes are accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest from the last interest payment date on such purchased Notes up to, but not including, the date on which such Notes are purchased.

With respect to any Notes not purchased in the Tender Offer, the Company may choose, but has no obligation, to satisfy and discharge the Indenture by sending a notice of redemption to the Trustee under the Indenture for the redemption of all outstanding Notes on August 15, 2026, at a price equal to 100.00% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but not including, the date of redemption.

Holders who tender their Notes after the Early Tender Deadline, but on or prior to the Expiration Time, may not withdraw their tendered Notes, except in certain limited circumstances where additional withdrawal rights are required by law.  A valid withdrawal of tendered Notes will constitute the concurrent valid revocation of such Holder's related consent.

The Company has retained Barclays Capital Inc. to act as dealer-manager and solicitation agent for the Tender Offer and Consent Solicitation.  Global Bondholder Services Corporation is acting as the Information Agent and the Tender Agent for the Tender Offer and Consent Solicitation.  Questions regarding the Tender Offer and Consent Solicitation should be directed to Barclays Capital Inc. at (212) 528-7581 (collect) or (800) 438-3242 (toll-free).  Requests for documentation should be directed to Global Bondholder Services Corporation at (855) 654-2014 (toll-free), (212) 430-3774 (banks and brokers) or contact@gbsc-usa.com.

This press release does not constitute a notice of redemption with respect to the Notes.

This press release is not an offer to buy any securities and does not constitute a solicitation of consents of Holders and shall not be deemed an offer to buy or a solicitation of consents with respect to any other securities of the Company.  The Tender Offer and Consent Solicitation is being made solely pursuant to the Statement.  All statements herein regarding the terms of the Tender Offer and Consent Solicitation, the Proposed Amendments, the First Supplemental Indenture and the Indenture are qualified in their entirety by reference to the text of the Statement, the First Supplemental Indenture and the Indenture.

Allegiant – Together We Fly™

Las Vegas-based Allegiant (NASDAQ: ALGT) is an integrated travel company with an airline at its heart, focused on connecting customers with the people, places and experiences that matter most.  Through Allegiant Air and Sun Country Airlines, the company serves approximately 22 million annual customers across scheduled passenger, charter and cargo operations.  Together, the airlines operate more than 650 routes serving nearly 175 cities throughout the United States and select international destinations.  Allegiant is committed to providing affordable travel options, operational excellence and long-term value for customers, employees, communities and shareholders.  For more information, visit Allegiant.com.  Media information, including photos, is available at http://gofly.us/iiFa303wrtF

Media Inquiries: mediarelations@allegiantair.com

Investor Inquiries: ir@allegiantair.com

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in contravention of applicable law.  This press release does not constitute a notice of redemption with respect to the Notes.

Forward-Looking Statements

This communication contains forward-looking statements under the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, Section 27A of the Securities Act of 1933 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and often can be identified by the use of forward-looking terminology such as the words "believe," "expect," "anticipate," "intend," "plan," "estimate", "project", "hope" or similar expressions. Forward-looking statements in this communication are based on Allegiant's current expectations about the Tender Offer and certain assumptions made by Allegiant, all of which are subject to change.

Such forward-looking statements also include statements related to the Tender Offer described herein, including the Expiration Time, the Early Tender Deadline, the Initial Settlement Date, the possible completion of the Tender Offer and Consent Solicitation and any intention to redeem the Notes.  When considering forward-looking statements, a reader should keep in mind the risk factors and other cautionary statements included and incorporated by reference in the Statement. Should one or more of the risks and uncertainties described or incorporated by reference in the Statement occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.  Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.

Forward-looking statements in this communication are qualified by and should be read together with, the risk factors referenced above and the risk factors included in Allegiant's annual and quarterly reports as filed with the Securities and Exchange Commission, and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements.

The forward-looking statements in this communication are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Allegiant disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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SOURCE Allegiant Travel Company

FAQ

What are the early tender results of Allegiant (NASDAQ: ALGT) 7.250% notes due 2027 offer?

Allegiant received tenders for $377.534 million of its 7.250% Senior Secured Notes due 2027. According to Allegiant, this represents 93.68% of the $403.009 million outstanding principal, along with consents from holders of a majority of the notes.

What consideration will Allegiant (ALGT) pay in the June 2026 tender offer for its 7.250% notes?

Holders who tendered by the early deadline receive total consideration of $1,005 per $1,000 principal. According to Allegiant, this includes $955 tender offer consideration plus a $50 early tender premium, excluding accrued and unpaid interest payable at settlement.

When will Allegiant (ALGT) settle early tenders and when does the 7.250% notes offer expire?

Allegiant expects initial settlement for early tenders on June 24, 2026, subject to conditions. According to Allegiant, holders can still tender until 5:00 p.m. New York City time on July 9, 2026, but will not receive the early tender premium.

What indenture amendments is Allegiant (ALGT) seeking for its 7.250% Senior Secured Notes due 2027?

Allegiant seeks to eliminate most restrictive covenants and certain events of default, and shorten redemption notice to three business days. According to Allegiant, these amendments become operative after it purchases a majority of outstanding notes via the tender offer.

At what price may Allegiant (ALGT) redeem remaining 7.250% notes on August 15, 2026?

For notes not purchased in the tender, Allegiant may redeem all outstanding notes on August 15, 2026 at 100% of principal. According to Allegiant, any redemption would also include accrued and unpaid interest to, but not including, the redemption date.

Do Allegiant (ALGT) noteholders earn interest in the June 2026 7.250% notes tender offer?

Yes. Holders whose notes are accepted will receive accrued and unpaid interest to, but not including, the purchase date. According to Allegiant, this interest is paid in addition to the tender offer consideration or total consideration, as applicable.