Allegiant Travel issues $650M secured notes due 2031
Allegiant Travel Company has completed a major debt refinancing.
Rhea-AI Filing Summary
Allegiant Travel Company has completed a major debt refinancing. The company issued $650.0 million of 7.125% Senior Secured Notes due 2031, secured by substantially all assets other than aircraft, engines, real estate and certain other assets. A portion of the proceeds was used to purchase $377,534,000 of its 7.25% Senior Secured Notes due 2027 through a cash tender offer, leaving $25,465,000 outstanding that Allegiant expects to redeem in the third quarter of 2026.
The new notes carry semiannual cash interest payments and are guaranteed by most subsidiaries. The indenture adds a covenant requiring minimum aggregate liquidity of $300.0 million, with a 2.0% interest step-up on the notes if this covenant or its related reporting is not met. Allegiant also amended the 2027 notes indenture to relax covenants and shortened redemption notice periods, and amended its undrawn $150.0 million revolving credit agreement to align covenants with the new notes.
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Insights
Allegiant refinances 2027 debt with longer-dated secured notes and tighter liquidity covenants.
Allegiant Travel issued $650.0 million of 7.125% Senior Secured Notes due 2031, using proceeds to buy back $377,534,000 of its 7.25% Senior Secured Notes due 2027 and cover related costs. This extends its debt maturity profile while keeping a similar secured structure.
The new indenture requires minimum aggregate liquidity of $300.0 million at each quarter-end, with a 2.0% interest-rate step-up on the notes if this test or related reporting is not satisfied. That introduces a clear financial discipline mechanism tied directly to funding costs.
The company also loosened many restrictive covenants and certain events of default on the remaining 2027 notes and aligned covenants in its undrawn $150.0 million revolving credit facility with the new notes. Future filings may clarify how this refinancing affects overall leverage and interest expense.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
New notes issuance: $650.0 million 7.125% Senior Secured Notes
Old notes tendered: $377,534,000 principal
Old notes remaining: $25,465,000 principal
+5 more
8 metrics
New notes issuance
$650.0 million 7.125% Senior Secured Notes
Aggregate principal amount due 2031
Old notes tendered
$377,534,000 principal
7.25% Senior Secured Notes due 2027 purchased in tender
Old notes remaining
$25,465,000 principal
7.25% Senior Secured Notes due 2027 still outstanding
Tender total consideration
$1,005.00 per $1,000
Includes $955.00 consideration plus $50.00 early tender premium
Outstanding principal before tender
$403,009,000 principal
7.25% Senior Secured Notes due 2027
Minimum liquidity
$300.0 million
Quarter-end minimum aggregate liquidity covenant in new indenture
Revolving credit facility
$150.0 million
Undrawn Revolving Credit and Guaranty Agreement
Interest step-up
2.0% per annum
Additional interest if liquidity covenant or reporting is not satisfied
Key Terms
Senior Secured Notes, Tender Offer, Consent Solicitation, make-whole premium, +2 more
6 terms
Senior Secured Notes financial
"issued $650.0 million in aggregate principal amount of its 7.125% Senior Secured Notes due 2031"
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.
Tender Offer financial
"pursuant to the Company’s Tender Offer to purchase for cash any and all of its outstanding"
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.
Consent Solicitation financial
"Tender Offer and Consent Solicitation are described in greater detail in the Offer to Purchase and Consent Solicitation Statement"
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.
First Lien Debt financial
"offer to repurchase the maximum aggregate principal amount of the Notes and other First Lien Debt"
First lien debt is a loan secured by specific company assets that gives the lender the top legal claim on those assets if the borrower defaults or is liquidated — like a first mortgage on a house. Investors care because first-lien holders have a higher likelihood of being repaid and thus lower risk (and usually lower interest) than unsecured or later-ranking creditors, which affects recovery prospects and the overall risk profile of the company’s capital structure.
minimum aggregate amount of liquidity financial
"it will maintain a minimum aggregate amount of liquidity of $300.0 million"
FAQ
What new debt did Allegiant Travel Company (ALGT) issue in June 2026?
Allegiant Travel issued $650.0 million of 7.125% Senior Secured Notes due 2031. The notes pay cash interest semiannually, are guaranteed by most subsidiaries, and are secured by substantially all assets other than aircraft, engines, real estate and certain other excluded assets.
How did Allegiant Travel (ALGT) use the proceeds from the 7.125% 2031 notes?
Allegiant used part of the net proceeds to purchase $377,534,000 principal of its 7.25% Senior Secured Notes due 2027 and pay related amounts. The remaining proceeds are earmarked for general corporate purposes, while $25,465,000 of the old notes are expected to be redeemed in third quarter 2026.
What are the key terms of Allegiant’s 7.125% Senior Secured Notes due 2031?
The notes bear 7.125% interest, payable in cash each January 1 and July 1, starting January 1, 2027. They mature July 1, 2031, are senior secured obligations, and rank equally with Allegiant’s other senior debt but ahead of subordinated and unsecured obligations to the extent of the pledged collateral.
What liquidity covenant did Allegiant Travel add with the new notes?
Allegiant must maintain minimum aggregate liquidity of $300.0 million at the end of each calendar quarter. If it fails this requirement or related reporting deadlines, interest on all outstanding 2031 notes increases by 2.0% per year until a compliance certificate demonstrates the liquidity test is met again.
What were the tender offer results for Allegiant’s 7.25% notes due 2027?
Holders tendered $377,534,000 of the $403,009,000 outstanding principal by the Early Tender Deadline. These holders received total consideration of $1,005.00 per $1,000, including $955.00 tender offer consideration plus a $50.00 early tender premium, subject to conditions in the offer documents.
How did Allegiant Travel amend its existing 2027 notes indenture?
After receiving consents from holders of 93.68% of the outstanding 2027 notes, Allegiant executed a First Supplemental Indenture. The amendments remove most restrictive covenants, modify certain events of default, and reduce the minimum redemption notice period from 30 days to three business days.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (702 ) 851-7300
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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Issuance of Senior Secured Notes due 2031
On June 24, 2026, Allegiant Travel Company (the “Company”) issued $650.0 million in aggregate principal amount of its 7.125% Senior Secured Notes due 2031 (the
“Notes”) pursuant to an Indenture, dated as of June 24, 2026 (the “Indenture”), among the Company, the Guarantors (as defined below) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (the
“Collateral Agent”). The Notes are guaranteed (the “Note Guarantees”) by certain subsidiaries of the Company party to the Indenture as guarantors (the “Guarantors”).
The Notes bear interest at a rate of 7.125% per annum, payable in cash on January 1 and July 1 of each year, beginning on January 1, 2027. The Notes will mature on
July 1, 2031.
The Notes and Note Guarantees are secured by first priority security interests in, subject to permitted liens, substantially all of the property and assets of the
Company and the Guarantors, excluding aircraft, aircraft engines, real property and certain other assets (the “Collateral”). The Collateral also secures the Company’s currently undrawn $150.0 million Revolving Credit and Guaranty Agreement dated as
of August 17, 2022, as amended (the “Credit Agreement”).
The Company used a portion of the net proceeds from the sale of the Notes to purchase $377,534,000 aggregate principal amount of the Company’s 7.25% Senior Secured
Notes due 2027 (the “Existing Notes”) that were tendered pursuant to the Company’s Tender Offer (as defined in Item 8.01 of this Current Report on Form 8-K), and all interest, costs, fees, expenses and other amounts due and payable in respect
thereof. $25,465,000 aggregate principal amount of the Existing Notes remain outstanding and the Company expects to redeem such remaining Existing Notes in third quarter 2026. The Company will use the balance of the net proceeds of the Notes for
general corporate purposes.
The Notes are the Company’s senior secured obligations, ranking equally in right of payment with all of its existing and future senior indebtedness and senior to its
existing and future subordinated indebtedness. The Notes will be effectively senior to the Company’s existing and future unsecured indebtedness to the extent of the Company’s property and assets securing the Notes. Each Note Guarantee is such
Guarantor’s senior secured obligations, ranking equally in right of payment with all of its existing and future senior indebtedness and senior to its existing and future subordinated indebtedness. Each Note Guarantee is effectively senior to the
applicable Guarantor’s existing and future unsecured indebtedness to the extent of the Guarantor’s property and assets securing the Guarantee. The Notes and the Note Guarantees will be structurally subordinated to the existing and future
indebtedness of the Company’s non-guarantor subsidiaries.
Prior to July 1, 2028, the Company may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus a
“make-whole” premium (as defined in the Indenture), together with any accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date. Prior to July 1, 2028, the Company may on any one or more occasions
redeem up to 10% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional notes) per year at a redemption price equal to 103% of the principal amount of the Notes, plus any accrued and
unpaid interest thereon to, but excluding, the redemption date. In addition, prior to July 1, 2028, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds of certain
equity offerings at a redemption price set forth in the Indenture, plus any accrued and unpaid interest thereon to, but excluding, the redemption date, provided that at least 60% of the original aggregate principal amount of the Notes (calculated
after giving effect to any issuance of additional notes) remains outstanding. On and after July 1, 2028, the Company may redeem all or part of the Notes at the redemption prices set forth in the Indenture, plus any accrued and unpaid interest
thereon to, but excluding, the redemption date.
Upon the occurrence of certain changes in control of the Company described in the Indenture, the Company will be required to offer to repurchase all of the Notes at a
purchase price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the date of purchase.
In addition, upon the occurrence of certain asset sales or recovery events described in the Indenture, if the Company has not used the net proceeds therefrom to prepay
certain permitted debt or reinvest in assets as prescribed by the Indenture within the time periods set forth therein, the Company will be required to offer to repurchase the maximum aggregate principal amount of the Notes and other First Lien Debt
(as defined in the Indenture) that may be purchased with the excess proceeds of such asset sales or recovery events at a repurchase price in cash equal to 100% of the principal amount of the Notes and any such other First Lien Debt, plus accrued
and unpaid interest thereon to the date of purchase.
The Indenture contains certain covenants that limit the ability of the Company and the Guarantors to, among other things: (i) make restricted payments; (ii) incur
indebtedness or issue preferred stock; (iii) create or incur certain liens; (iv) dispose of loyalty programs or brand intellectual property collateral; (v) merge, consolidate or sell all or substantially all assets and (vi) enter into certain
transactions with affiliates.
The Indenture also requires the Company to comply with certain affirmative covenants, including to deliver a quarterly compliance certificate to the Trustee
demonstrating that the Company is in compliance with its covenant under the Indenture that, at the end of each calendar quarter, it will maintain a minimum aggregate amount of liquidity of $300.0 million. If the Company fails to deliver such
quarterly compliance certificate within the prescribed time period or the certificate demonstrates that such liquidity is less than $300.0 million, then the Company will be required to pay additional interest on all outstanding Notes in an amount
equal to 2.0% per annum of the principal amount of such Notes until the Company delivers to the Trustee an officer’s certificate demonstrating compliance with the aforementioned minimum aggregate liquidity requirement. In addition, the Company is
required to comply with certain specified financial reporting requirements and to maintain the Collateral.
Subject to certain materiality thresholds, qualifications, exceptions, “baskets” and grace and cure periods, the Indenture also includes certain customary events of
default, including payment defaults, covenant defaults, a cross default to indebtedness under the Credit Agreement and bankruptcy events. Upon the occurrence of an event of default other than bankruptcy events of default, the Trustee or the
holders of at least 25% in principal amount of the Notes then outstanding may declare the principal amount of and premium, if any, on the Notes and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon the occurrence
of bankruptcy events of default, the principal amount of and premium, if any, on the Notes and any accrued and unpaid interest on the Notes will automatically be due and payable immediately.
If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any event of default, the amount that shall then be due
and payable by the Company shall be equal to: (x) 100% of the principal amount of the Notes then outstanding plus a “make-whole” premium in effect on the date of such acceleration to be calculated as described in the Indenture, plus (y) accrued and
unpaid interest to the date of such acceleration.
The foregoing summary of the Indenture and the Notes is not complete and is qualified in its entirety by reference to the full and complete text of the Indenture and
the Notes, copies of which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the press release announcing the issuance of the Notes is attached as Exhibit 99.2 to this Current
Report on Form 8-K and incorporated herein by reference.
Amendment to Existing Notes Indenture
After obtaining consent of holders of a majority of the outstanding Existing Notes, the Company, the subsidiary guarantors of the Company party thereto and Wilmington
Trust, National Association, as trustee, entered into a First Supplemental Indenture on June 24, 2026 (the “First Supplemental Indenture”) to amend the indenture that governs the Existing Notes (the “Existing Notes Indenture”).
The First Supplemental Indenture amends the Existing Notes Indenture by eliminating certain restrictive covenants and certain events of default applicable to the
Existing Notes, reducing the minimum notice period required for redemptions of the Existing Notes from 30 days to 3 business days and amending certain other provisions applicable to the Existing Notes.
The First Supplemental Indenture became effective upon its execution and delivery by the Company and the other parties thereto, and the amendments effected thereby
became operative upon the Company’s purchase of a majority of the aggregate principal amount outstanding of the Existing Notes as described under Item 8.01 of this Current Report on Form 8-K.
The First Supplemental Indenture is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein.
Amendment to Credit Agreement
On June 25, 2026, the Company entered into an amendment to the Credit Agreement (“Amendment No. 2”). The amendment, among other things, amended certain covenants and
related provisions contained in the Credit Agreement to conform such provisions to the corresponding covenants and related provisions contained in the Indenture governing the Notes. The Credit Agreement remains undrawn at this time.
The foregoing summary of Amendment No. 2 is not complete and is qualified in its entirety by reference to the full and complete text of the Credit Agreement, as
amended. A copy of Amendment No. 2 is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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The information included in Item 1.01 of this Current Report on Form 8-K under the headings “Issuance of Senior Secured Notes due 2031” is incorporated by reference
into this Item 2.03.
| Item 8.01 |
Other Events.
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On June 23, 2026, the Company received for purchase $377,534,000 aggregate principal amount of its outstanding Existing 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 received consents from holders of a majority (93.68%) of the aggregate principal amount of the Existing 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 Existing Notes and solicitation of consents to propose amendments to the
Existing Notes Indenture. A copy of the press release announcing the early tender results is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
On June 24, 2026, the Company purchased $377,534,000 aggregate principal amount of its outstanding Existing Notes validly tendered (and not validly withdrawn) by the
Early Tender Deadline, pursuant to the Tender Offer. $25,465,000 aggregate principal amount of the Existing Notes remain outstanding and the Company expects to redeem such remaining Existing Notes in third quarter 2026.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer to sell or
solicitation of an offer to buy, or a sale of any securities in any jurisdiction in contravention of applicable law.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit No.
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Description of Document
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4.1
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Indenture, dated as of June 24, 2026, by and among Allegiant Travel Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral
agent, governing the 7.125% Senior Secured Notes due 2031.
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4.2
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Form of 7.125% Senior Secured Notes due 2031 (incorporated by reference to Exhibit A to Exhibit 4.1 filed herewith).
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4.3
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First Supplemental Indenture, dated as of June 24, 2026, by and among Allegiant Travel Company, the guarantors party thereto and Wilmington Trust, National Association, as
trustee and collateral agent, governing the 7.250% Senior Secured Notes due 2027.
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10.1
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Amendment No. 2 dated as of June 25, 2026 to Revolving Credit and Guaranty Agreement dated as of August 17, 2022, by and among Allegiant Travel Company, the guarantors party
thereto, Barclays Bank PLC and Deutsche Bank AG New York Branch, as lenders and Barclays Bank PLC, as administrative agent.
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99.1
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Press Release of Allegiant Travel Company, issued on June 23, 2026.
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99.2
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Press Release of Allegiant Travel Company, issued on June 24, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Exchange Act, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: June 26, 2026
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ALLEGIANT TRAVEL COMPANY
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By:
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/s/ Robert J. Neal
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Name: Robert J. Neal
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Title: President, Chief Financial Officer
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Exhibit 99.1
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
LAS VEGAS. June 23, 2026 – 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.
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CUSIP No.
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Title of Security
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Outstanding
Principal
Amount
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Principal
Amount
Tendered
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Tender Offer
Consideration(1)
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Early
Tender
Premium
(2)
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Total
Consideration
(3)
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144A: 01748X AD4
Reg S: U0177P AC2
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7.250% Senior Secured Notes due 2027
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$403,009,000
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$377,534,000
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$955.00
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$50.00
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$1,005.00
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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.
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Per $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to the Early Tender Deadline.
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| (3) |
Includes the Tender Offer Consideration plus the Early Tender Premium (as defined below) and excludes accrued and unpaid interest.
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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.
Exhibit 99.2
ALLEGIANT TRAVEL COMPANY ISSUES SENIOR SECURED NOTES
LAS VEGAS. June 24, 2026 – Allegiant Travel Company (NASDAQ: ALGT) (the “Company,” “we,” “us,” or “our”) announced today that it issued $650.0 million in aggregate principal amount of its 7.125% Senior Secured Notes due 2031 (the
“Notes”) upon closing of its previously announced private offering.
Each of the Company's subsidiaries, other than Dustland, LLC and certain other insignificant subsidiaries, have guaranteed the Notes (the “Guarantors”). The Notes and
the related guarantees are secured by security interests in substantially all of the property and assets of the Company and the Guarantors, excluding aircraft, aircraft engines, real property and certain other assets (the “Collateral”). The
Collateral also secures the Company’s currently undrawn $150.0 million Revolving Credit and Guaranty Agreement dated as of August 17, 2022.
The Company used a portion of the net proceeds from the sale of the Notes to purchase $377,534,000 aggregate principal amount of the Company’s 7.25% Senior Secured
Notes due 2027 (the “Existing Notes”) that were tendered pursuant to the Company’s previously announced tender offer for the Existing Notes, and all interest, costs, fees, expenses and other amounts due and payable in respect thereof. The Company
canceled the Existing Notes purchased today. $25,465,000 aggregate principal amount of the Existing Notes remain outstanding and the Company expects to redeem such remaining Notes in third quarter 2026. The Company will use the balance of the net
proceeds of the Notes for general corporate purposes.
The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities
laws of any other jurisdiction. The Notes and the related guarantees were offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons
in offshore transactions in reliance on Regulation S under the Securities Act.
This press release does not constitute a notice of redemption with respect to the Notes.
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 any securities and shall not
constitute an offer to sell or solicitation of an offer to buy, or a sale of, any securities in any jurisdiction in contravention of applicable law.