News Column

ALLEGIANT TRAVEL CO FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

June 20, 2014

Item 2.01 Completion of Acquisition or Disposition of Assets.

Through wholly-owned subsidiaries, Allegiant Travel Company (the "Company") has entered into separate agreements to acquire the ownership interests in twelve special purpose companies each owning one Airbus A320 series aircraft currently on lease to a European carrier until 2018 (the "SPC Aircraft Acquisitions"). Each contract to purchase the equity interest in these special purpose companies is with the particular owner or ownership group for such company. Neither the Company nor any of its affiliates had any material relationship with any of the sellers or special purpose companies prior to these transactions. All of these transactions were arranged through KGAL GmbH and Co. KG.

The purchase price for all of these special purpose companies is estimated to be approximately $236.1 million of which approximately $142.0 million will be by assumption of debt secured by the aircraft. The closing of each of the acquisitions is not conditioned upon the closing of the other acquisitions and such closings will occur on different dates. The total purchase price for the SPC Aircraft Acquisitions and the respective amounts to be paid in cash or through debt assumption will be subject to adjustment based on the timing of each of the transactions.

As of June 18, 2014, the Company has closed the purchase of five of these special purpose companies representing a total purchase price of $97.5 million including the assumption of $58.3 million of debt secured by the five aircraft owned by these entities.

The Company intends to bring these aircraft into its operating fleet upon the expiration of the current leases in 2018.

The closings of the remaining seven special purpose companies under purchase agreements are subject to customary closing conditions, which may not be satisfied.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off - Balance Sheet Arrangement of a Registrant.



As of June 18, 2014, the twelve special purpose companies being acquired by the Company in the SPC Aircraft Acquisitions described in Item 2.01 have debt with an aggregate principal balance of approximately $142.0 million. The Company will assume the debt associated with each special purpose company upon the closing of each purchase (which closings will occur on different dates). As of June 18, 2014, the Company has closed the purchase of five of these special purpose companies and in connection therewith, assumed $58.3 million of debt secured by the five aircraft owned by these entities. All of the debt bears interest at a floating rate based on LIBOR and is payable in installments through the lease term of each individual aircraft owned by each special purpose company. The debt matures at expiry of the lease in 2018, at which time a balloon payment is due and is subject to a mandatory prepayment in the event of a loss of the aircraft. The assumed debt is secured by the Airbus A320 series aircraft owned by that company.

2 --------------------------------------------------------------------------------



Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2014 Annual Meeting of Stockholders of the Company was held on June 18, 2014. The following proposals were voted on with the results indicated below:

1. Election of a Board of Directors of seven members to hold



office until the next Annual Meeting of Stockholders or until their respective successors have been elected or appointed.

Votes Broker Votes For Withheld Non-votes Maurice J. Gallagher, Jr. 16,663,584 341,896 462,063 Montie Brewer 16,783,480 222,000 462,063 Gary Ellmer 15,155,971 1,849,509 462,063 Andrew C. Levy 16,894,493 110,987 462,063 Linda A. Marvin 16,802,546 202,934 462,063 Charles Pollard 16,935,981 69,499 462,063 John Redmond 15,073,556 1,931,924 462,063 2. Advisory vote approving executive compensation: Votes For: 14,622,563 Votes Against: 2,372,569 Votes Abstaining: 10,348 Broker Non-votes: 462,063 3. To ratify the appointment of Ernst & Young LLP as the



Company's independent registered public accounting firm for the fiscal year ending December 31, 2014:

Votes For: 17,368,387 Votes Against: 97,881 Votes Abstaining: 1,275 Broker Non-votes: None 3

-------------------------------------------------------------------------------- 4. To approve a proposed employee stock purchase plan (proposal approved): Votes For: 16,927,087 Votes Against: 60,486 Votes Abstaining: 17,907 Broker Non-votes: 462,063 5. Stockholder proposal to require majority vote for



directors (proposal rejected):

Votes For: 7,122,099 Votes Against: 9,877,077 Votes Abstaining: 6,303 Broker Non-votes: 462,064 Item 8.01. Other Events.



On June 20, 2014, the Company and its wholly-owned domestic subsidiaries entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman, Sachs & Co. as the underwriter (the "Underwriter") providing for the offer and sale by the Company of $300 million principal amount of 5.50% Senior Notes due 2019 (the "Notes").

The offering of the Notes was registered under the Securities Act of 1933, as amended, and is being made pursuant to the Company's Registration Statement on Form S-3, Reg. No. 333-196738 (the "Registration Statement") and the prospectus dated June 13, 2014 included therein, filed by the Company with the Securities and Exchange Commission on June 13, 2014, as supplemented by the preliminary prospectus supplement relating thereto dated June 14, 2014, and a final prospectus supplement to be filed with the Securities and Exchange Commission.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriter against certain liabilities arising out of or in connection with the sale of the Notes and customary contribution provisions in respect of those liabilities. The closing of the offering, which is subject to customary closing conditions, is expected to occur on June 25, 2014.

The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference herein and into the Registration Statement.

4 --------------------------------------------------------------------------------



The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of the specific date (or dates) set forth therein, and were solely for the benefit of the parties to the Underwriting Agreement and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the Underwriting Agreement may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries of the Underwriting Agreement and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent developments may not be fully reflected in the Company's public disclosure.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits Exhibit No. Description of Document 1.1 Underwriting Agreement dated June 20, 2014 among Allegiant Travel Company, the guarantors named therein and Goldman, Sachs & Co. 5



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters