Sunday, 4 October 2020

Allegiant Travel Company Prices $150 Million Of Senior Secured Notes

Allegiant Travel Company has agreed to sell $150.0 million in aggregate principal amount of its 8.5% Senior Secured Notes due 2024 (the "Notes") at par to investors in a private offering.  The Notes are expected to be issued on October 7, 2020, subject to customary closing conditions.  Each of the Company's subsidiaries will guarantee the Notes, other than Sunseeker Resorts, Inc., its subsidiaries and certain other insignificant subsidiaries.  

The Notes and the related guarantees will be secured by security interests in substantially all of the property and assets of the Company and the guarantors of the Notes, excluding aircraft, aircraft engines and certain other assets.  The collateral also secures the Company's outstanding loan under the Credit and Guaranty Agreement, dated as of February 5, 2019, among the Company, as borrower, the subsidiaries of the borrower party thereto, as guarantors, the lenders party thereto, and Barclays Bank PLC, as administrative agent, syndication agent and lead arranger (as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced from time to time) (the "Term Loan"), on a pari passu basis. The Notes and the related guarantees will rank pari passu with the Term Loan, which has an outstanding principal amount of $543 million. Combining the Notes with the balance on the Term Loan which bears a floating interest rate, we will have approximately $693 million of debt secured by this collateral with a weighted average interest rate of approximately 4.5% at the current time. The Company will use the net proceeds from the sale of the Notes for general corporate purposes.


Previously, the Company applied to the loan program under the CARES Act for funding in the principal amount of up to $276 million through September 30, 2020. The Company has decided not to pursue any loans from the U.S. Treasury.  

The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The Notes and the related guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act ("Rule 144A") and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.






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