Business Context and Reporting Period
This Form 8-K, dated April 28, 2026, reports on the proposed merger between Allegiant Travel Company (Allegiant) and Sun Country Airlines Holdings, Inc. (Sun Country). The Merger Agreement was executed on January 11, 2026. The filing serves as a supplement to the Joint Proxy Statement/Prospectus following the filing of two lawsuits and demand letters challenging the transaction disclosures. Special stockholder meetings for both companies are scheduled for May 8, 2026.
Key Financial Metrics and Forecasts
The filing provides unaudited prospective financial information (forecasts) for Allegiant and Sun Country through 2030. Historical financial results for the current period are not included in this specific filing.
Allegiant Management Forecasts (in millions)
| Year | Operating Revenue | Net Income | Adjusted EBITDAR | Unlevered Free Cash Flow |
|---|---|---|---|---|
| 2026E | $2,664 | $137 | $550 | $(126) |
| 2027E | $2,987 | $258 | $700 | $(580) |
| 2028E | $3,275 | $305 | $806 | $(132) |
| 2029E | $3,527 | $323 | $871 | $2 |
| 2030E | $3,736 | $339 | $925 | $15 |
Sun Country Management Forecasts (in millions)
Two sets of forecasts (October and December) are provided. The December forecasts are summarized below:
| Year | Operating Revenue | Adjusted Net Income | Adjusted EBITDAR | Unlevered Free Cash Flow |
|---|---|---|---|---|
| 2026E | $1,170 | $58 | $211 | $134 |
| 2027E | $1,352 | $110 | $276 | $200 |
| 2028E | $1,412 | $129 | $294 | $183 |
| 2029E | $1,458 | $136 | $300 | $228 |
Valuation Metrics: Goldman Sachs' illustrative discounted cash flow analysis derived a range of present values per share for Sun Country standalone of $18.70 to $22.90. For the pro forma combined company, the analysis resulted in a range of $21.70 to $30.75 per share of Sun Country common stock consideration.
Material Changes and Litigation
As of the filing date, two lawsuits challenging the Mergers have been filed in the New York County Supreme Court:
- Weiss v. Sun Country Airlines Holdings, Inc. et al. (Filed April 16, 2026)
- Williams v. Sun Country Airlines Holdings, Inc. et al. (Filed April 17, 2026)
Additionally, demand letters have been received from purported stockholders alleging disclosure deficiencies. Allegiant and Sun Country believe these allegations are without merit but are voluntarily supplementing disclosures to avoid delay. The filing clarifies that at the time of the merger agreement execution, Allegiant had not discussed specific post-closing employment arrangements for Sun Country management, other than Mr. Bricker serving on the combined board and as a Special Advisor.
Guidance, Outlook, and Risks
Outlook: Management forecasts indicate significant growth in revenue and profitability for the combined entity over the next five years, though Allegiant's unlevered free cash flow is projected to be negative in 2026 and 2027 due to capital expenditures and deferred heavy maintenance.
Risks and Contingencies: The filing highlights several material risks, including:
- Failure to obtain required stockholder or regulatory approvals.
- Legal proceedings resulting in significant costs or delays.
- Integration challenges and failure to realize expected synergies.
- Disruption to business operations and diversion of management attention.
- Changes in economic conditions, inflation, and interest rates.
- Cybersecurity incidents.
Forward-looking statements are subject to these risks and uncertainties, and actual results may differ materially.
Investor Verification Checklist
- Stockholder Vote Timing: Confirm the date and logistics of the special meetings scheduled for May 8, 2026.
- Litigation Status: Monitor the progress of the Weiss and Williams lawsuits and any additional legal challenges that may arise.
- Forecast Assumptions: Review the detailed assumptions behind the unaudited prospective financial information, particularly regarding capital expenditures and deferred heavy maintenance costs.
- Regulatory Approvals: Track the status of any required regulatory approvals for the merger.
- Management Retention: Verify the final terms of post-closing employment and consulting arrangements for Sun Country management beyond the disclosed role of Mr. Bricker.