Allegiant Travel Company Announces Early Tender Results And Receipt Of Consents From The Holders Of A Majority Of The Outstanding Principal Amount Of Its 5.50% Senior Notes Due 2019

LAS VEGAS, Jan. 23, 2019 /PRNewswire/ -- Allegiant Travel Company (NASDAQ: ALGT) (the "Company," "we," "us," or "our") announced today that it has received for purchase $345,809,000 aggregate principal amount of its outstanding 5.50% Senior Notes Due 2019 (the "Notes") validly tendered (and not validly withdrawn) by 5:00 p.m., New York City time, on January 23, 2019 (the "Early Tender Deadline"), and has received consents (the "Consents") from holders (each a "Holder" and collectively the "Holders) of 76.85% of the aggregate principal amount of the Notes as of the Early Tender Deadline, pursuant to the Company's tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding $450,000,000 aggregate principal amount of 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. 

Information related to the Notes, the aggregate principal amount of Notes validly tendered (and not validly withdrawn) by the Early Tender Deadline, and other information relating to the Tender Offer and Consent Solicitation are listed in the table below.  The terms and conditions of the Tender Offer and Consent Solicitation 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"), which Holders should carefully read before making any decision with respect to the Tender Offer and Consent Solicitation.

Holders who validly tendered their Notes and thereby delivered their consents at or prior to the Early Tender Deadline will be eligible to receive total consideration (the "Total Consideration") of $1,011.03 per $1,000 principal amount of Notes, which includes the consideration for the Notes validly tendered (and not validly withdrawn), pursuant to the Offer to Purchase and Consent Solicitation Materials, of $981.03 per $1,000 principal amount of such Notes (the "Tender Offer Consideration") and the early tender premium of $30.00 per $1,000 principal amount of such Notes (the "Early Tender Premium").  Holders must have validly tendered and not validly withdrawn their Notes, and have their Notes accepted for purchase in the Tender Offer, at or prior to the Early Tender Deadline in order to be eligible to receive the Total Consideration.  A Holder cannot deliver a consent with respect to the Notes without tendering its corresponding Notes or tender its Notes without delivering a corresponding consent. Holders of Notes who tender their Notes will be deemed by virtue of such tender to have delivered their consent to the Proposed Amendments.

Holders who validly tender their Notes after the Early Tender Deadline, but at or prior to 12:00 midnight, New York City time, on February 6, 2019, unless extended or earlier terminated by the Company (such time and date as the same may be extended or earlier terminated, the "Expiration Time") will be eligible to receive only the Tender Offer Consideration, plus accrued and unpaid interest, for such Notes if such Notes are accepted for purchase, and will not be entitled to the Early Tender Premium.

The Consents are sufficient to effect all of the Proposed Amendments as set forth in the Offer to Purchase and Consent Solicitation Materials, pursuant to which the Tender Offer and Consent Solicitation are being made.  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 currently required by the Indenture to 3 business days and amend certain other provisions applicable to the Notes. 

The Tender Offer and Consent Solicitation are conditioned upon the satisfaction of certain conditions, including the Company successfully completing one or more debt financings as described in the Offer to Purchase and Consent Solicitation Materials. Subject to the satisfaction of such conditions and pursuant to the Offer to Purchase and Consent Solicitation Materials, the Company intends to execute a supplement to the Indenture (the "Third Supplemental Indenture") in order to effect the Proposed Amendments.  The Proposed Amendments will become operative pursuant to the Third Supplemental Indenture only upon the Company's purchase of a majority of the outstanding Notes that have been validly tendered (and not validly withdrawn) pursuant to the Tender Offer.  The "Initial Settlement Date", if the Company chooses to exercise its option to have an Initial Settlement Date, will be determined at the Company's option and will be a business day the Company chooses after both the Early Tender Deadline and the satisfaction or waiver of the conditions to consummation of the Tender Offer and the Consent Solicitation, and is currently expected to be January 31, 2019 unless extended by the Company.  If the Company elects not to have an Initial Settlement Date, it will purchase all Notes validly tendered and not withdrawn, if it purchases any at all, on the "Final Settlement Date", which is expected to be February 7, 2019. The Third Supplemental Indenture is described in greater detail in the Offer to Purchase and Consent Solicitation Materials.  

The Company has retained Barclays Capital Inc. to act as dealer-manager and solicitation agent for the Tender Offer and Consent Solicitation.  Global Bondholder Services Corporation is acting 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 contact@gbsc-usa.com.

This press release is not an offer to buy any securities and does not constitute a solicitation of consents of 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 is being 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.

Media Inquiries: mediarelations@allegiantair.com  

Investor Inquiries: ir@allegiantair.com  

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 the Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in contravention of applicable law. This press release does not constitute a notice of redemption with respect to the Notes.

Forward-Looking Statements

Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, statements contained in, or incorporated by reference into, in this press release that are not historical facts are forward-looking statements. Such forward-looking statements are only estimates or predictions based on our management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, fleet plan, financing plans, competitive position, industry environment, potential growth opportunities, future service to be provided, the effects of future regulation and competition and the development of a resort in Southwest Florida. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "anticipate," "intend," "plan," "estimate," "project" or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking statements. Important risk factors that could cause our results to differ materially from those expressed in the forward-looking statements generally may be found in our periodic reports filed with the Securities and Exchange Commission at www.sec.gov. These risk factors include, without limitation, an accident involving, or problems with, our aircraft, public perception of our safety, our reliance on our automated systems, limitation on growth as we transition to a single fleet type, our reliance on third parties to deliver aircraft under contract to us on a timely basis, risk of breach of security of personal data, volatility of fuel costs, labor issues and costs, the ability to obtain regulatory approvals as needed, the effect of economic conditions on leisure travel, debt covenants and balances, the ability to finance aircraft under contract, terrorist attacks, risks inherent to airlines, our competitive environment, our reliance on third parties who provide facilities or services to us, the possible loss of key personnel, economic and other conditions in markets in which we operate, the ability to successfully develop a resort in Southwest Florida, governmental regulation, increases in maintenance costs and cyclical and seasonal fluctuations in our operating results.

Such forward looking statements also include statements related to the Tender Offer described herein, including the Expiration Time, Initial Settlement Date, the Final Settlement Date and the possible completion of the Tender Offer and Consent Solicitation. When considering forward-looking statements, a reader should keep in mind the risk factors and other cautionary statements included and incorporated by reference in the Offer to Purchase and Consent Solicitation Materials. Should one or more of the risks and uncertainties described or incorporated by reference in the Offer to Purchase and Consent Solicitation Materials occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Any forward-looking statements are based on information available to us today and we undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise.

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SOURCE Allegiant Travel Company