Allegiant Travel CO

false 0001362468 0001362468 2026-06-23 2026-06-23 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): June 23, 2026 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)) 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. 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 li