Form 8-K - Current report

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

Date of Report (Date of earliest event reported): November 1, 2023

Allegiant Travel Company

(Exact name of registrant as specified in its charter)

Nevada

001-33166

20-4745737

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1201 North Town Center Drive

Las Vegas, NV

89144

(Address of principal executive offices)

(Zip Code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001

ALGT

NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as in Rule 405 of the Securities Act of 1933 (Section 17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 17 CFR §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. ☐

Section 1 Registrant’s Business and Operations

Item 1.01 Entry Into a Material Definitive Agreement

On November 1, 2023, Allegiant Travel Company and its subsidiary, Allegiant Air, LLC (“Allegiant Air”) (together, the “Company”) entered into a credit facility with Runway Seven Lender LLC (the “Lender”), an entity managed by Carlyle Aviation Management Limited (the “Facility”) involving full-recourse loans (“Loans”) to be made available from time to time. The obligations under the Facility are guaranteed by the Company. The Loans are intended to finance a portion of the pre-delivery payments (“PDPs) due to The Boeing Company (“Boeing”) with respect to certain aircraft subject to the purchase agreement dated December 31, 2021, as amended to date, between Allegiant Air and Boeing (such aircraft, the “Aircraft” and with respect to such Aircraft only, the “Boeing Purchase Agreement”).

Upon execution of the Facility, $157,709,050 is the available commitment of the Lender with $103,069,050 drawn following execution. The maturity date of all Loans under the Facility is June 30, 2025.

The interest rate on the Loans is based on one-month Term SOFR.

Mandatory repayment of the Loan pertaining to an Aircraft (a “Financed Aircraft”) is required on the earliest of (i) termination of the Boeing Purchase Agreement with respect to the Financed Aircraft, (ii) cancellation of purchase of the Financed Aircraft, (iii) the delivery date of the Financed Aircraft under the Boeing Purchase Agreement, (iv) the last day of such Aircraft's scheduled delivery month, and (v) June 30, 2025.

The Loans are secured primarily by a perfected first priority collateral assignment of the Boeing Purchase Agreement with respect to the Aircraft and related rights.

Subject to certain materiality thresholds, qualifications, exceptions, and grace and cure periods, the Facility also includes certain customary provisions for events of default, including payment defaults, covenant defaults, and bankruptcy events.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Allegiant Travel Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: November 7, 2023	ALLEGIANT TRAVEL COMPANY



	By:	/s/ Robert Neal
	Name:	Robert Neal
	Title:	Senior Vice President, Chief Financial Officer

Cover Page Document	Nov. 01, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 01, 2023
Entity Registrant Name	Allegiant Travel Company
Entity Incorporation, State or Country Code	NV
Entity File Number	001-33166
Entity Tax Identification Number	20-4745737
Entity Address, Address Line One	1201 North Town Center Drive
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89144
City Area Code	702
Local Phone Number	851-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001362468
Amendment Flag	false