ALLEGIANT TRAVEL COMPANY ANNOUNCES LAUNCH OF TENDER OFFER AND CONSENT SOLICITATION FOR ITS 7.250% SENIOR SECURED NOTES DUE 2027

Rhea-AI Summary

Allegiant Travel (NASDAQ: ALGT) launched a cash tender offer for any and all of its remaining $403,009,000 7.250% Senior Secured Notes due 2027, alongside a consent solicitation to amend the Indenture.

Holders tendering by June 23, 2026 may receive up to $1,005 per $1,000 principal.

Positive

• Tender offer targets up to $403,009,000 of 7.250% notes
• Early tenders receive $1,005 per $1,000 principal, including $50 premium
• Potential removal of most restrictive covenants with majority holder consent

Negative

• Offer and consents conditioned on successful completion of new debt financing
• Holders tendering after June 23, 2026 forgo the $50 early tender premium
• Company may redeem remaining notes at 100% on August 15, 2026

News Market Reaction – ALGT

+5.32%

27 alerts

+5.32% Session close to close

+3.4% Peak Tracked

-7.0% Trough Tracked

$1.64B Market Cap

0.4x Rel. Volume

In the Jun 9 session, ALGT gained 5.32%, reflecting a notable positive market reaction. Argus tracked a peak move of +3.4% during that session. Argus tracked a trough of -7.0% from its starting point during tracking. Our momentum scanner triggered 27 alerts that day, indicating elevated trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +5.3% in the session following this news. A strong positive reaction aligns with the...

Analysis

The stock moved +5.3% in the session following this news. A strong positive reaction aligns with the company’s broader balance sheet and integration narrative following the Sun Country acquisition. Historical data show that major strategic steps, such as the May 13, 2026 deal close with a 6.87% move, have attracted interest, while some operational updates produced softer responses. Investors would likely monitor completion of the financing condition, tender uptake on the $403,009,000 notes, and any follow-on capital structure changes for signs of durability.

Key Figures

Outstanding notes: $403,009,000 Coupon rate: 7.250% Tender consideration: $955.00 +5 more

8 metrics

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

Coupon rate 7.250% Senior Secured Notes due 2027

Tender consideration $955.00 Per $1,000 principal for notes tendered by Expiration Time

Early tender premium $50.00 Per $1,000 principal for notes tendered by Early Tender Deadline

Total consideration $1,005.00 Per $1,000 principal for early tendered notes

Redemption price 100.00% Potential redemption of remaining notes on August 15, 2026

Early Tender Deadline June 23, 2026, 5:00 p.m. NYC time Cutoff for early tender and consent eligibility

Expiration Time July 9, 2026, 5:00 p.m. NYC time Final deadline for tender offer and consent solicitation

Historical Context

5 past events · Latest: May 19 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 19	Route expansion	Positive	-6.4%	Announced eight new nonstop routes to Florida leisure destinations.
May 18	Operational systems	Neutral	-0.3%	Selected Navan as internal employee travel platform for crew and staff.
May 13	Acquisition close	Positive	+6.9%	Completed acquisition of Sun Country, targeting $140M annual synergies.
May 11	Index change	Neutral	-2.4%	S&P index change tied to pending Sun Country acquisition by Allegiant.
Apr 30	Q1 2026 earnings	Positive	-0.8%	Reported strong Q1 results with higher EPS and solid liquidity.

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

Pattern Detected

Recent positive strategic and operational updates have sometimes been met with flat to negative share reactions, suggesting news-positive days do not consistently translate into upside moves.

Recent Company History

Over the last few months, ALGT has reported strong fundamentals and strategic expansion. Q1 2026 results showed revenue of $732.4M, adjusted airline-only EPS of $3.77, and liquidity of $1.2B, yet the stock fell 0.82% after earnings. The completed Sun Country acquisition on May 13, 2026, targeting $140M annual synergies, drew a positive 6.87% move. Subsequent operational news, including new routes and internal systems upgrades, saw muted-to-negative reactions. Today’s debt tender fits into a phase of balance sheet and integration focus following the merger.

Key Terms

tender offer, consent solicitation, indenture, restrictive covenants, +4 more

8 terms

tender offer financial

"announced today that it is commencing a 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 financial

"In connection with the Tender Offer, the Company is also seeking consents (the "Consent Solicitation")"

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 as of 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.

restrictive covenants financial

"that would eliminate most of the restrictive covenants and certain events of default applicable to the Notes"

Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.

events of default financial

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

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.

cusip financial

"CUSIP No | | Title of Security | | Outstanding Principal Amount"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

supplemental indenture regulatory

"the Company will promptly after the Early Tender Deadline execute a supplement to the Indenture (the "Supplemental Indenture")"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

notice of redemption regulatory

"This press release 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.

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

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LAS VEGAS, June 9, 2026 /PRNewswire/ -- Allegiant Travel Company (NASDAQ: ALGT) (the "Company," "we," "us," or "our") announced today that it is commencing a tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding $403,009,000 remaining aggregate principal amount of 7.250% Senior Secured Notes Due 2027 (the "Notes"). In connection with the Tender Offer, the Company is also seeking consents (the "Consent Solicitation") to proposed amendments (the "Proposed Amendments") to the Indenture, dated as of August 17, 2022 (the "Indenture"), which governs the Notes, that would eliminate most of the restrictive covenants and certain events of default applicable to the Notes, and amend certain other provisions applicable to the Notes.

Information related to the Notes 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 of the Notes (each a "Holder" and collectively the "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		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		$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 (as defined below).
(3)	Includes the Tender Offer Consideration plus the Early Tender Premium (as defined below) and excludes accrued and unpaid interest.

Holders who validly tender their Notes and thereby deliver their consents at or prior to 5:00 p.m., New York City time, on June 23, 2026, unless extended or earlier terminated by the Company (the "Early Tender Deadline") will be 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 validly tender and not validly withdraw 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. 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.

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, plus accrued and unpaid interest, for such Notes if such Notes are accepted for purchase, and will not be entitled to the Early Tender Premium.

Upon the terms and subject to the conditions described in the Statement, the Company reserves the right, but is under no obligation, at any point after the Early Tender Deadline and at or before the Expiration Time, to accept for purchase any Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline (the settlement date of such purchase, the "Initial Settlement Date"). The Initial Settlement Date, if the Company chooses to exercise its option to have an Initial Settlement Date, for the Tender Offer will be determined at the Company's option and will be a business day the Company chooses after both the Early Tender Deadline and the satisfaction or waiver of the conditions to consummation of the Tender Offer and the Consent Solicitation, and is currently expected to be June 24, 2026 unless extended by the Company. Upon the terms and subject to the conditions described in the Statement, Notes validly tendered after the Early Tender Deadline but at or before the Expiration Time, will be accepted for purchase promptly after the Expiration Time. If the Company elects not to have an Initial Settlement Date, it will purchase all Notes validly tendered and not withdrawn, if it purchases any at all, on the Final Settlement Date.

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.

Tendered Notes may be withdrawn, and consents thereby revoked, at any time at or before the Early Tender Deadline. 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.

If the Company receives the written consent of the Holders of at least a majority in principal amount of the outstanding Notes to the Proposed Amendments, the Company will promptly after the Early Tender Deadline execute a supplement to the Indenture (the "Supplemental Indenture") in order to effect the Proposed Amendments. The Supplemental Indenture will become effective on the Initial Settlement Date or, if there is no Initial Settlement Date, on the Final Settlement Date. The Supplemental Indenture is described in greater detail in the Statement.

The Tender Offer and Consent Solicitation are conditioned upon the satisfaction of certain conditions, including the Company successfully completing a debt financing as described in the Statement. Subject to applicable law, the Company may also extend, amend or terminate the Tender Offer and Consent Solicitation at any time before the Expiration Time in its sole discretion.

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 will act 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 will be made solely pursuant to the Offer to Purchase and Consent Solicitation Statement and the accompanying Consent and Letter of Transmittal. All statements herein regarding the terms of the Tender Offer and Consent Solicitation, the Proposed Amendments, the Supplemental Indenture and the Indenture are qualified in their entirety by reference to the text of the Offer to Purchase and Consent Solicitation Statement and the accompanying Consent and Letter of Transmittal, the Supplemental Indenture and the Indenture. The completion of the Tender Offer and the Consent Solicitation and the execution of the Supplemental Indenture are subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement. There can be no assurance that either of the Tender Offer or the Consent Solicitation will be consummated.

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 Offer to Purchase and Consent Solicitation Statement. Should one or more of the risks and uncertainties described or incorporated by reference in Offer to Purchase and Consent Solicitation 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/allegiant-travel-company-announces-launch-of-tender-offer-and-consent-solicitation-for-its-7-250-senior-secured-notes-due-2027--302795219.html

SOURCE Allegiant Travel Company

FAQ

What did Allegiant Travel (NASDAQ: ALGT) announce about its 7.250% notes due 2027 on June 9, 2026?

Allegiant Travel announced a cash tender offer and consent solicitation for any and all of its 7.250% Senior Secured Notes due 2027. According to Allegiant, the offer covers the remaining $403,009,000 principal amount outstanding under these notes.

What consideration will ALGT noteholders receive in the 2026 tender offer for the 7.250% notes?

Noteholders tendering by the early deadline can 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, for notes accepted for purchase.

When are the key deadlines for Allegiant Travel's 2026 tender offer for its 7.250% Senior Secured Notes (ALGT)?

The early tender deadline is June 23, 2026, at 5:00 p.m. New York City time. According to Allegiant, the tender offer expiration time is July 9, 2026, at 5:00 p.m., unless extended or earlier terminated at the company’s discretion.

How does the consent solicitation affect covenants in Allegiant Travel's 7.250% notes due 2027 (ALGT)?

Allegiant is soliciting consents to amend the Indenture governing the 7.250% notes. According to Allegiant, the proposed amendments would eliminate most restrictive covenants and certain events of default if approved by holders of at least a majority in principal amount.

What are the withdrawal rights for ALGT holders in the 2026 tender offer for 7.250% notes?

Holders may withdraw tendered notes and revoke consents at any time on or before the early tender deadline. According to Allegiant, notes tendered after that date generally cannot be withdrawn, except where additional withdrawal rights are required by law.

Could Allegiant Travel redeem 7.250% notes not purchased in the 2026 tender offer (ALGT)?

Allegiant may choose, but is not obligated, to redeem any remaining outstanding notes. According to Allegiant, this optional redemption could occur on August 15, 2026 at 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date.

What conditions must be satisfied for Allegiant Travel's 2026 tender offer and consent solicitation on ALGT notes to be completed?

Completion of the tender offer and consent solicitation is subject to specified conditions, including successful debt financing. According to Allegiant, the company may extend, amend or terminate the offer and solicitation at any time before expiration, subject to applicable law.