Business Context and Reporting Period
This Form 8-K Current Report, dated June 23, 2026, details significant capital structure transactions by Allegiant Travel Company. The report covers events occurring between June 23 and June 25, 2026, involving the issuance of new debt, the repurchase of existing debt, and amendments to credit agreements.
Key Financial Metrics and Capital Structure
- New Debt Issuance: Issued $650.0 million aggregate principal amount of 7.125% Senior Secured Notes due 2031.
- Debt Repurchase: Purchased $377,534,000 of existing 7.25% Senior Secured Notes due 2027 via a tender offer.
- Remaining Existing Debt: $25,465,000 of the 2027 Notes remain outstanding, with an expected redemption in Q3 2026.
- Interest Payments: New Notes bear interest at 7.125% per annum, payable semi-annually starting January 1, 2027.
- Liquidity Covenant: The company must maintain a minimum aggregate liquidity of $300.0 million at the end of each calendar quarter.
- Revolving Credit: A $150.0 million Revolving Credit facility remains undrawn and is secured by the same collateral as the new Notes.
Material Changes Versus Prior Period
The filing represents a material restructuring of the company's debt profile. The company replaced a significant portion of its 2027 debt obligations with longer-term 2031 debt. Specifically, the company utilized proceeds from the new $650.0 million issuance to fund the tender offer for the 2027 Notes. Additionally, the company amended the indenture for the remaining 2027 Notes to eliminate certain restrictive covenants and reduce the redemption notice period from 30 days to 3 business days. The Credit Agreement was also amended to align its covenants with the new Notes Indenture.
Guidance, Outlook, Risks, and Unusual Items
- Use of Proceeds: Net proceeds from the new Notes were used to purchase the tendered 2027 Notes and pay associated costs; the balance is designated for general corporate purposes.
- Redemption Terms: Prior to July 1, 2028, the company may redeem up to 10% of the original principal annually at 103% of par, or up to 40% using equity offering proceeds. A "make-whole" premium applies to redemptions before July 1, 2028.
- Change in Control: Upon a change in control, the company must offer to repurchase the Notes at 101% of principal plus accrued interest.
- Liquidity Penalty: Failure to maintain the $300.0 million minimum liquidity requirement triggers an additional interest charge of 2.0% per annum on the outstanding Notes until compliance is restored.
- Collateral: The Notes are secured by first priority security interests in substantially all company assets, excluding aircraft, engines, and real property.
Investor Verification Checklist
- Verify the exact amount of the remaining 2027 Notes ($25,465,000) and confirm the timeline for their expected Q3 2026 redemption.
- Review the full text of the Indenture (Exhibit 4.1) to understand the specific definition of "liquidity" required to meet the $300.0 million covenant.
- Assess the impact of the 7.125% interest rate on future cash flows compared to the retired 7.25% debt.
- Confirm the status of the $150.0 million Revolving Credit facility and any potential drawdowns.
- Examine the "make-whole" premium calculation methodology in the Indenture for potential early redemption scenarios.