Allegiant Travel Company Announces Expiration Of And Final Settlement Date In Connection With Tender Offer And Consent Solicitation For Its 5.50% Senior Notes Due 2019

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Feb 07, 2019, 15:58 ET

LAS VEGAS, Feb. 7, 2019 /PRNewswire/ -- Allegiant Travel Company (NASDAQ: ALGT) (the "Company," "we," "us," or "our") announced today the expiration of its tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding $450,000,000 aggregate principal amount of 5.50% Senior Notes Due 2019 (the "Notes") and solicitation of consents (the "Consent Solicitation") to proposed amendments (the "Proposed Amendments") to the Indenture, dated as of June 13, 2014 (as amended, the "Indenture"), which governs the Notes, which commenced on January 9, 2019 and the terms and conditions of which are described in greater detail in the Offer to Purchase and Consent Solicitation Statement, dated as of January 9, 2019, and the related Consent and Letter of Transmittal (collectively, the "Offer to Purchase and Consent Solicitation Materials") in connection with the Notes. The Tender Offer expired at 12:00 midnight, New York City time, on February 6, 2019 (the "Expiration Time").

As previously announced, $345,809,000 aggregate principal amount of the Notes, which represented 76.85% thereof, had been validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on January 23, 2019 (the "Early Tender Deadline") pursuant to the Tender Offer and Consent Solicitation, and the Company purchased all of such Notes on February 5, 2019.

As of the Expiration Time, $347,925,000 aggregate principal amount of the Notes, which represented 77.32% thereof, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer and Consent Solicitation. The Company announced today that it has purchased all of the $2,116,000 aggregate principal amount of the Notes, which were validly tendered (and not validly withdrawn) after the Early Tender Deadline but at or prior to the Expiration Time.

Holders of Notes (the "Holders") who validly tendered (and did not validly withdraw) their Notes after the Early Tender Deadline, but at or prior to the Expiration Time, received as consideration $981.03 per $1,000 principal amount of such Notes, plus accrued and unpaid interest, and were not entitled to the early tender premium of $30.00 per $1,000 principal amount of Notes, to which the Holders who validly tendered (and did not validly withdraw) their Notes at or prior to the Early Tender Deadline were additionally entitled, as set forth in the Offer to Purchase and Consent Solicitation Materials. February 7, 2019 constitutes the Final Settlement Date for the Tender Offer, as set forth in the Offer to Purchase and Consent Solicitation Materials.

As previously announced, on February 5, 2019, the Company, the subsidiary guarantors party to the Indenture and Wells Fargo Bank, National Association, as trustee under the Indenture, executed the Third Supplemental Indenture, dated as of February 5, 2019 (the "Third Supplemental Indenture"), which supplements the Indenture, 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 was previously required by the Indenture to 3 business days and amend certain other provisions applicable to the Notes. The Third Supplemental Indenture became effective and the Proposed Amendments became operative on February 5, 2019.

The Company retained Barclays Capital Inc. to act as dealer-manager and solicitation agent for the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation acted 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 (866) 470-4500 (toll-free), (212) 430-3774 (banks and brokers) or [email protected].

This press release is not an offer to buy any securities and does not constitute a solicitation of consents of the 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 were made solely pursuant to the Offer to Purchase and Consent Solicitation Materials. All statements herein regarding the terms of the Tender Offer and Consent Solicitation, the Proposed Amendments, the Third Supplemental Indenture and the Indenture are qualified in their entirety by reference to the text of the Offer to Purchase and Consent Solicitation Materials, the Third Supplemental Indenture and the Indenture.

Allegiant.®
Las Vegas-based Allegiant (NASDAQ: ALGT) is focused on linking travelers in small and mid-sized cities to world-class leisure destinations. The airline offers industry-low fares on an all-jet fleet while also offering other travel-related products such as hotel rooms and rental cars. All can be purchased only through the company website, Allegiant.com. Beginning with one aircraft and one route in 1999, the company has grown to more than 75 aircraft and approximately 400 routes across the country with base airfares less than half the cost of the average domestic roundtrip ticket. For downloadable press kit, including photos, visit: http://gofly.us/iiFa303wrtF.

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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. This press release does not constitute a notice of redemption with respect to any securities of the Company.

SOURCE Allegiant Travel Company