Sun Country Airlines Holdings Inc.
04/28/2026 | Press release | Distributed by Public on 04/28/2026 15:28
Material Event (Form 8-K)
| Item 8.01. |
Other Events.
|
As previously announced, on January 11, 2026, Sun Country Airlines Holdings, Inc., a Delaware corporation ("Sun Country"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Allegiant Travel Company, a Nevada corporation ("Allegiant"), Mirage Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Allegiant ("Merger Sub 1"), and Sawdust Merger Sub, LLC, a Nevada limited liability company and a direct wholly owned subsidiary of Allegiant ("Merger Sub 2"), providing for the merger of Merger Sub 1 with and into Sun Country (the "First Merger"), with Sun Country surviving the First Merger as a direct wholly owned subsidiary of Allegiant and immediately following the First Merger, the merger of Sun Country with and into Merger Sub 2 (the "Second Merger" and, together with the First Merger, the "Mergers"), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Allegiant.
On March 27, 2026, Allegiant filed a registration statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC"), which includes a prospectus with respect to the shares of Allegiant's common stock to be issued in the First Merger and a joint proxy statement for Allegiant's and Sun Country's respective stockholders. The Registration Statement was declared effective on March 31, 2026. Following effectiveness of the Registration Statement, Allegiant filed a final prospectus on March 31, 2026 and Sun Country filed a definitive proxy statement on March 31, 2026 (together, the "Joint Proxy Statement/Prospectus"). Sun Country and Allegiant commenced mailing the Joint Proxy Statement/Prospectus to their respective stockholders on or about March 31, 2026.
Each of Sun Country and Allegiant will hold a special meeting of its stockholders on May 8, 2026 in connection with the transactions contemplated by the Merger Agreement as further described in the Joint Proxy Statement/Prospectus.
Litigation Related to the Mergers
Following the announcement of the Merger Agreement, as of the date of this Current Report on Form 8-K, two lawsuits challenging the Mergers have been filed in the New York County Supreme Court (each, a "Lawsuit" and, collectively, the "Lawsuits"). The first Lawsuit, captioned Weiss v. Sun Country Airlines Holdings, Inc. et al., Index No. 652273/2026 (N.Y. Sup. Ct. N.Y. Cnty. Apr. 16, 2026) was filed on April 16, 2026, and the second Lawsuit, captioned Williams v. Sun Country Airlines Holdings, Inc. et al., Index No. 652288/2026 (N.Y. Sup. Ct. N.Y. Cnty. Apr. 17, 2026), was filed on April 17, 2026. In addition, Sun Country and Allegiant have each received demand letters from certain purported stockholders of Sun Country and Allegiant, as applicable, that allege deficiencies and/or omissions in the Joint Proxy Statement/Prospectus (collectively, the "Demand Letters" and together with the Lawsuits, the "Matters"). The Matters each allege that, among other things, the Joint Proxy Statement/Prospectus contains certain disclosure deficiencies and/or incomplete information regarding the Mergers and seek additional disclosures to remedy these purported deficiencies. Sun Country and Allegiant believe that the allegations in the Matters are without merit. There can be no assurances that additional lawsuits or demands will not be filed or made against Sun Country and/or Allegiant with respect to the Mergers. If this occurs, neither Sun Country nor Allegiant will necessarily announce them.
Sun Country and Allegiant believe that the disclosures set forth in the Joint Proxy Statement/Prospectus comply fully with applicable law and stock exchange rules and that no further disclosure beyond that already contained in the Joint Proxy Statement/Prospectus is required under applicable law or stock exchange rules. However, in order to moot such disclosure claims, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the completion of the Mergers, and without admitting any culpability, liability or wrongdoing and without admitting the relevance or materiality of such disclosures, Sun Country and Allegiant are voluntarily supplementing the Joint Proxy Statement/Prospectus with the disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Sun Country and Allegiant specifically deny all allegations in the Matters, including that any additional disclosure was or is required.
Supplemental Disclosures to the Joint Proxy Statement/Prospectus
The Supplemental Disclosures should be read in connection with the Joint Proxy Statement/Prospectus, which should be read in its entirety, including all risk factors and cautionary notes contained therein. The inclusion in the Supplemental Disclosures of certain information should not be regarded as an indication that any of Sun Country, Allegiant or their respective affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to be material, and such information should not be relied upon as such. To the extent that information herein differs from or updates information contained in the Joint Proxy Statement/Prospectus, the information contained herein supersedes the information contained in the Joint Proxy Statement/Prospectus. The information contained herein speaks only as of the date of this Current Report on Form 8-K, unless the information indicates another date applies. Capitalized terms used but not defined herein have the meanings set forth in the Joint Proxy Statement/Prospectus, unless otherwise defined below. All page references are to pages in the Joint Proxy Statement/Prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the Joint Proxy Statement/Prospectus. For clarity, new text within restated paragraphs from the Joint Proxy Statement/Prospectus is highlighted with bold, underlined text, while deleted text is bold and stricken-through.
The first full paragraph on page 77 under "Background of the Proposed Transactions" is hereby amended and supplemented as follows:
Later that same day, the parties executed the merger agreement and announced the execution of the merger agreement by press release. At the time of the execution of the merger agreement, Allegiant had not discussed specific terms of any post-closing employment or consulting arrangements for Sun Country's management with any members of Sun Country's management or the Sun Country board, other than with respect to Mr. Bricker serving on the combined company board and as a Special Advisor to the Allegiant CEO.
The fourth full paragraph on page 88 under "Certain Unaudited Prospective Financial Information-Certain Allegiant Unaudited Prospective Financial Information" is hereby amended and supplemented as follows:
The following table presents a summary of the Allegiant management forecasts:
|
($ in millions)
|
Q4
2025E
|
|
2026E
|
|
2027E
|
|
2028E
|
|
2029E
|
|
2030E
|
|
||||||||||||
|
Net Income
|
$
|
38
|
$
|
137
|
$
|
258
|
$
|
305
|
$
|
323
|
$
|
339
|
||||||||||||
|
Operating Revenue
|
$
|
650
|
$
|
2,664
|
$
|
2,987
|
$
|
3,275
|
$
|
3,527
|
$
|
3,736
|
||||||||||||
|
Adjusted EBITDAR(1)
|
$
|
143
|
$
|
550
|
$
|
700
|
$
|
806
|
$
|
871
|
$
|
925
|
||||||||||||
|
Rent Expenses
|
(8
|
)
|
$
|
(22
|
)
|
$
|
(17
|
)
|
$
|
(9
|
)
|
$
|
(9
|
)
|
$
|
(9
|
)
|
|||||||
|
Depreciation & Amortization
|
$
|
(61
|
)
|
$
|
(249
|
)
|
$
|
(257
|
)
|
$
|
(281
|
)
|
$
|
(311
|
)
|
$
|
(344
|
)
|
||||||
|
Adjusted EBIT(2)
|
$
|
73
|
$
|
279
|
$
|
426
|
$
|
516
|
$
|
551
|
$
|
572
|
||||||||||||
|
Unlevered Cash Taxes at 23.0%
|
$
|
(17
|
)
|
$
|
(64
|
)
|
$
|
(98
|
)
|
$
|
(119
|
)
|
$
|
(127
|
)
|
$
|
(132
|
)
|
||||||
|
Depreciation & Amortization
|
$
|
61
|
$
|
249
|
$
|
257
|
$
|
281
|
$
|
311
|
$
|
344
|
||||||||||||
|
Deferred Heavy Maintenance
|
$
|
(8
|
)
|
$
|
(77
|
)
|
$
|
(189
|
)
|
$
|
(271
|
)
|
$
|
(255
|
)
|
$
|
(334
|
)
|
||||||
|
Capital Expenditures
|
$
|
(59
|
)
|
$
|
(656
|
)
|
$
|
(683
|
)
|
$
|
(548
|
)
|
$
|
(527
|
)
|
$
|
(515
|
)
|
||||||
|
(Increase) / Decrease in Working Capital(3)
|
$
|
(26
|
)
|
$
|
143
|
$
|
(293
|
)
|
$
|
9
|
$
|
49
|
$
|
79
|
||||||||||
|
Unlevered Free Cash Flow(34)
|
$
|
25
|
$
|
(126
|
)
|
$
|
(580
|
)
|
$
|
(132
|
)
|
$
|
2
|
$
|
15
|
|
(1)
|
Adjusted EBITDAR means earnings before interest expenses, taxes, depreciation, amortization, and aircraft rent expenses.
|
| (2) |
Adjusted EBIT means Adjusted EBITDAR but including aircraft rent expense, depreciation and amortization, excluding the impact of accelerated amortization and disposal of software identified for redevelopment and the accelerated depreciation of certain aircraft.
|
| (3) |
Excludes Deferred Heavy Maintenance.
|
|
(34)
|
Unlevered Free Cash Flow means Adjusted EBIT plus depreciation and amortization and less unlevered cash taxes, deferred heavy maintenance, capital expenditures, and changes in working capital.
|
The third full paragraph on page 90 under "Certain Unaudited Prospective Financial Information-Certain Sun Country Unaudited Prospective Financial Information" is hereby amended and supplemented as follows:
The following tables present a summary of the October Sun Country management forecasts.
|
Q4
|
||||||||||||||||||||
|
Millions, for the periods ended
|
2025E
|
|
2026E
|
|
2027E
|
|
2028E
|
|
2029E
|
|
||||||||||
|
Operating Revenue
|
$
|
279
|
$
|
1,178
|
$
|
1,352
|
$
|
1,412
|
$
|
1,458
|
||||||||||
|
Adjusted EBITDAR(1)
|
$
|
48
|
$
|
209
|
$
|
276
|
$
|
294
|
$
|
300
|
||||||||||
|
Rent Expenses
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
|
Depreciation & Amortization
|
$
|
(25
|
)
|
$
|
(106
|
)
|
$
|
(113
|
)
|
$
|
(111
|
)
|
$
|
(114
|
)
|
|||||
|
Adjusted EBIT(2)
|
$
|
23
|
$
|
103
|
$
|
163
|
$
|
183
|
$
|
186
|
||||||||||
|
Cash Taxes(3)
|
$
|
(5
|
)
|
$
|
(17
|
)
|
$
|
(33
|
)
|
$
|
(38
|
)
|
$
|
(40
|
)
|
|||||
|
Net Interest Expense
|
NA(4)
|
$
|
(28
|
)
|
$
|
(21
|
)
|
$
|
(16
|
)
|
$
|
(10
|
)
|
|||||||
|
Adjusted NOPAT(35)
|
$
|
18
|
$
|
80
|
$
|
126
|
$
|
141
|
$
|
143
|
||||||||||
|
Capital Expenditures
|
$
|
22
|
$
|
81
|
$
|
57
|
$
|
69
|
$
|
76
|
||||||||||
|
(Increase) / Decrease in Net Working Capital
|
$
|
(3
|
)
|
$
|
(6
|
)
|
$
|
(31
|
)
|
$
|
(15
|
)
|
$
|
(13
|
)
|
|||||
|
Unlevered Free Cash Flow(46)
|
$
|
24
|
$
|
110
|
$
|
213
|
$
|
198
|
$
|
195
|
||||||||||
|
(1)
|
Adjusted EBITDAR is defined as earnings before interest, taxes, depreciation, amortization, other income (expense), and aircraft rent expense, as adjusted for certain special items in accordance with Sun Country management's non-GAAP policies (except that the impact of stock-based compensation expense was not excluded).
|
|
(2)
|
Adjusted EBIT is defined as earnings before interest and taxes, as adjusted for certain special items in accordance with Sun Country management's non-GAAP policies (except that the impact of stock-based compensation expense was not excluded).
|
|
(3)
|
Cash Taxes are based on Sun Country management's best estimate of the effective tax rate.
|
|
(4)
|
"NA" refers to not available.
|
|
(35)
|
Adjusted NOPAT is defined as Adjusted EBIT multiplied by one minus the applicable tax rate.
|
|
(46)
|
Unlevered Free Cash Flow is defined as Adjusted NOPAT, plus depreciation and amortization, less capital expenditures and increases in net working capital.
|
|
Millions (other than Adjusted EPS), for the years ended
|
2025E
|
|
2026E
|
|
2027E
|
|
2028E
|
|
2029E
|
|
||||||||||
|
Adjusted EBT(1)
|
$
|
67
|
$
|
75
|
$
|
143
|
$
|
167
|
$
|
176
|
||||||||||
|
Adjusted Net Income(2)
|
$
|
48
|
$
|
58
|
$
|
110
|
$
|
129
|
$
|
136
|
||||||||||
|
Adjusted EPS
|
$
|
0.95
|
$
|
1.13
|
$
|
2.08
|
$
|
2.43
|
$
|
2.55
|
| (1) |
Adjusted EBT is defined as earnings before taxes, as adjusted for certain special items in accordance with Sun Country management's non-GAAP policies (except that the impact of stock-based compensation expense was not excluded).
|
| (2) |
Adjusted Net Income is defined as net income, as adjusted for certain special items in accordance with Sun Country management's non-GAAP policies (except that the impact of stock-based compensation expense was not excluded).
|
The first full paragraph on page 91 under "Certain Unaudited Prospective Financial Information-Certain Sun Country Unaudited Prospective Financial Information" is hereby amended and supplemented as follows:
The following tables present a summary of the December Sun Country management forecasts.
|
Q4
|
||||||||||||||||||||
|
Millions, for the periods ended
|
2025E(1)
|
|
2026E
|
|
2027E
|
|
2028E
|
|
2029E
|
|
||||||||||
|
Operating Revenue
|
$
|
277
|
$
|
1,170
|
$
|
1,352
|
$
|
1,412
|
$
|
1,458
|
||||||||||
|
Adjusted EBITDAR(2)(3)
|
$
|
41
|
$
|
211
|
$
|
276
|
$
|
294
|
$
|
300
|
||||||||||
|
Rent Expenses
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
|
Depreciation & Amortization
|
$
|
(25
|
)
|
$
|
(106
|
)
|
$
|
(113
|
)
|
$
|
(111
|
)
|
$
|
(114
|
)
|
|||||
|
Adjusted EBIT (4)(5)
|
$
|
16
|
$
|
105
|
$
|
163
|
$
|
183
|
$
|
186
|
||||||||||
|
Cash Taxes(6)
|
$
|
(4
|
)
|
$
|
(19
|
)
|
$
|
(33
|
)
|
$
|
(38
|
)
|
$
|
(40
|
)
|
|||||
|
Net Interest Expense
|
NA(7)
|
$
|
(27
|
)
|
$
|
(21
|
)
|
$
|
(16
|
)
|
$
|
(10
|
)
|
|||||||
|
Adjusted NOPAT(68)
|
$
|
12
|
$
|
81
|
$
|
126
|
$
|
141
|
$
|
143
|
||||||||||
|
Capital Expenditures
|
$
|
50
|
$
|
81
|
$
|
57
|
$
|
69
|
$
|
76
|
||||||||||
|
(Increase) / Decrease in Net Working Capital
|
$
|
(43
|
)
|
$
|
(29
|
)
|
$
|
(18
|
)
|
-
|
$
|
(47
|
)
|
|||||||
|
Unlevered Free Cash Flow(79)
|
$
|
31
|
$
|
134
|
$
|
200
|
$
|
183
|
$
|
228
|
||||||||||
| (1) |
The December Sun Country management forecasts provided to Allegiant and Barclays included estimates of Operating Revenue, Adjusted EBITDAR and Adjusted EBIT for fiscal year 2025 of $1,121 million, $204 million and $105 million, respectively.
|
| (2) |
Adjusted EBITDAR is defined as earnings before interest, taxes, depreciation, amortization, other income (expense), and aircraft rent expense, as adjusted for certain special items in accordance with Sun Country management's non-GAAP policies (except that the impact of stock-based compensation expense was not excluded).
|
| (3) |
Sun Country management also provided Allegiant and Barclays with the following estimates of Adjusted EBITDAR which excluded the impact of stock-based compensation expense: $217 million, $283 million, $301 million and $307 million for the years ended December 31, 2026, 2027, 2028 and 2029 respectively.
|
|
(4)
|
Adjusted EBIT is defined as earnings before interest and taxes, as adjusted for certain special items in accordance with Sun Country management's non-GAAP policies (except that the impact of stock-based compensation expense was not excluded).
|
|
(5)
|
Sun Country management also provided Allegiant and Barclays with the following estimates of Adjusted EBIT which excluded the impact of stock-based compensation expense: $111 million, $170 million, $190 million and $193 million for the years ended December 31, 2026, 2027, 2028 and 2029 respectively.
|
|
(6)
|
Cash Taxes are based on Sun Country management's best estimate of the effective tax rate.
|
|
(7)
|
"NA" refers to not available.
|
|
(68)
|
Adjusted NOPAT is defined as Adjusted EBIT multiplied by one minus the applicable tax rate.
|
|
(79)
|
Unlevered Free Cash Flow is defined as Adjusted NOPAT, plus depreciation and amortization, less capital expenditures and increases in net working capital.
|
|
Millions (other than Adjusted EPS), for the years ended
|
2025E
|
|
2026E
|
|
2027E
|
|
2028E
|
|
2029E
|
|
||||||||||
|
Adjusted EBT(1)(2)
|
$
|
69
|
$
|
77
|
$
|
143
|
$
|
167
|
$
|
176
|
||||||||||
|
Adjusted Net Income(3)(4)
|
$
|
53
|
$
|
58
|
$
|
110
|
$
|
129
|
$
|
136
|
||||||||||
|
Adjusted EPS
|
$
|
0.95
|
$
|
1.05
|
$
|
1.99
|
$
|
2.34
|
$
|
2.46
|
| (1) |
Adjusted EBT is defined as earnings before taxes, as adjusted for certain special items in accordance with Sun Country management's non-GAAP policies (except that the impact of stock-based compensation expense was not excluded).
|
| (2) |
Sun Country management also provided Allegiant and Barclays with the following estimates of Adjusted EBT which excluded the impact of stock-based compensation expense: $76 million, $84 million, $149 million, $174 million and $182 million for the years ended December 31, 2025, 2026, 2027, 2028 and 2029 respectively.
|
| (3) |
Adjusted Net Income is defined as net income, as adjusted for certain special items in accordance with Sun Country management's non-GAAP policies (except that the impact of stock-based compensation expense was not excluded).
|
| (4) |
Sun Country management also provided Allegiant and Barclays with the following estimates of Adjusted Net Income which excluded the impact of stock-based compensation expense: $58 million, $63 million, $115 million, $134 million and $140 million for the years ended December 31, 2025, 2026, 2027, 2028 and 2029 respectively.
|
The third full paragraph on page 99 under "Opinion of Allegiant's Financial Advisor-Selected Precedent Transaction Analysis" is hereby amended and supplemented as follows:
Barclays reviewed and compared the purchase prices and financial multiples paid in selected other transactions that Barclays, based on its experience with airline merger and acquisition transactions and its professional judgment, deemed relevant, representing a total of 11 transactions. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to Allegiant or Sun Country, as applicable, with respect to the size, mix, margins and other characteristics of their businesses.
The section entitled "Opinion of Sun Country's Financial Advisor-Illustrative Discounted Cash Flow Analysis" beginning on page 103 is hereby amended and supplemented as follows:
Illustrative Discounted Cash Flow Analysis
Sun Country Standalone
Using the Sun Country forecasts and the Sun Country NOL forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on Sun Country to derive a range of illustrative present values per share of Sun Country common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 9.50% to 10.50%, reflecting estimates of Sun Country's weighted average cost of capital (as estimated by Goldman Sachs by application of the Capital Asset Pricing Model, which we refer to as the CAPM), Goldman Sachs discounted to present value as of September 30, 2025 (i) estimates of unlevered free cash flow for Sun Country for the fourth quarter of fiscal year 2025 through fiscal year 2029 as reflected in the Sun Country forecasts and (ii) a range of illustrative terminal values for Sun Country, which were calculated by applying perpetuity growth rates ranging from 1.0% to 2.0%, to a terminal year estimate of the unlevered free cash flow to be generated by Sun Country, as reflected in the Sun Country forecasts (which analysis implied last twelve month (LTM) enterprise value (EV), divided by earnings before interest, taxes, depreciation, amortization, and restructuring or rent costs (EBITDAR) exit multiples ranging from 4.2x to 5.4x). In addition, using a discount rate of 10.0%, reflecting the midpoint of the estimates of Sun Country's weighted average cost of capital, as described above, Goldman Sachs discounted to present value as of September 30, 2025 the estimated benefits of Sun Country's net operating losses (NOLs), for the fourth quarter of fiscal year 2025 through fiscal year 2033, as reflected in the Sun Country forecasts and the Sun Country NOL forecasts. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Sun Country forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which we refer to as the CAPM, and which requires certain company-specific inputs, including Sun Country's target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Sun Country, as well as certain financial metrics for the United States financial markets generally.
Goldman Sachs derived ranges of illustrative enterprise values for Sun Country by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Sun Country the amount of Sun Country's total debt and debt-like items of approximately $579 million and added the amount of Sun Country's cash and cash equivalents of approximately $199 million, in each case, as provided by and approved for Goldman Sachs' use by the management of Sun Country, to derive a range of illustrative equity values for Sun Country. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Sun Country of approximately 58.9 million as of January 9, 2026, as provided by and approved for Goldman Sachs' use by the management of Sun Country, using the treasury stock method, to derive a range of illustrative present values per share ranging from $18.70 to $22.90.
Pro Forma Combined Company
Using the Sun Country forecasts, the synergies and the Sun Country NOL forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the pro forma combined company. Using the mid-year convention for discounting cash flows and discount rates ranging from 9.50% to 10.50%, reflecting estimates of the pro forma combined company's weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2025 (i) estimates of unlevered free cash flow for the pro forma combined company for the fourth quarter of fiscal year 2025 through fiscal year 2029 as reflected in the Sun Country forecasts and taking into account the synergies and (ii) a range of illustrative terminal values for the pro forma combined company, which were calculated by applying perpetuity growth rates ranging from 1.0% to 2.0%, to a terminal year estimate of the unlevered free cash flow to be generated by the pro forma combined company, as reflected in the Sun Country forecasts and taking into account the synergies (which analysis implied LTM EV/EBITDAR exit multiples ranging from 6.2x to 7.9x). In addition, using a discount rate of 10.0%, reflecting the midpoint of the estimates of the pro forma combined company's weighted average cost of capital, as described above, Goldman Sachs discounted to present value as of September 30, 2025 the estimated benefits of the pro forma combined company's NOLs for the fourth quarter of fiscal year 2025 through fiscal year 2033, as reflected in the Sun Country forecasts and the Sun Country NOL forecasts. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Sun Country forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates by application of the CAPM, which requires certain company-specific inputs, including the pro forma combined company's target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for pro forma combined company, as well as certain financial metrics for the United States financial markets generally.
Goldman Sachs derived ranges of illustrative enterprise values for the pro forma combined company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the pro forma combined company the amount of the pro forma combined company's total debt and debt-like items of approximately $3,099 million and added the amount of the pro forma combined company's cash and cash equivalents of approximately $1,185 million, in each case, as provided by and approved for Goldman Sachs' use by the management of Sun Country, to derive a range of illustrative equity values for the pro forma combined company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the pro forma combined company of approximately 27.4 million as of January 9, 2026, as provided by and approved for Goldman Sachs' use by the management of Sun Country, using the treasury stock method. Goldman Sachs then multiplied the range of illustrative equity values per share of Allegiant common stock pro forma for the proposed transactions it derived by the exchange ratio, and added the result to the $4.10 per share of Sun Country common stock to be paid in cash to the holders (other than Allegiant and its affiliates) of the outstanding shares of Sun Country common stock pursuant to the merger agreement. This analysis resulted in a range of illustrative present values for the consideration to be paid per share of Sun Country common stock of $21.70 to $30.75.
The section entitled "Opinion of Sun Country's Financial Advisor-Illustrative Present Value of Future Share Price Analysis" beginning on page 104 is hereby amended and supplemented as follows:
Illustrative Present Value of Future Share Price Analysis.
Sun Country Standalone
Using the Sun Country forecasts, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Sun Country common stock. For this analysis, Goldman Sachs first calculated the implied enterprise value for Sun Country as of December 31 for each of the fiscal years 2025 through 2027, by applying a multiple range of illustrative EV to next twelve month EBITDAR (NTM EBITDAR), which ratio we refer to as EV/NTM EBITDAR, of 4.00x to 5.50x to estimates of Sun Country's adjusted NTM EBITDAR for each of the fiscal years 2025 through 2027. This illustrative range of EV/NTM EBITDAR multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM EBITDAR multiples for Sun Country.
Goldman Sachs then subtracted the amount of Sun Country's total debt and debt-like items and added the amount of Sun Country's cash and cash equivalents for each of the fiscal years 2025 to, 2026 and 2027, which summed to $372 million, $264 million and $86 million, respectively, each as provided by and approved for Goldman Sachs' use by the management of Sun Country, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for Sun Country for each of the fiscal years 2025 to 2027. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Sun Country common stock for each of fiscal years 2025 to, 2026 and 2027 of approximately 54.7 million, approximately 55.6 million and approximately 56.2 million, respectively, calculated using information provided by and approved for Goldman Sachs' use by the management of Sun Country, to derive a range of implied future values per share of Sun Country common stock (excluding dividends). Goldman Sachs then discounted these implied future equity values per share of Sun Country common stock to September 30, 2025, using an illustrative discount rate of 11.75%, reflecting an estimate of Sun Country's cost of equity (as estimated by Goldman Sachs by application of the CAPM). Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $8.50 to $20.75 per share of Sun Country common stock.
Pro Forma Combined Company
Using the Sun Country forecasts and the synergies, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Sun Country common stock based on a theoretical value per share of common stock of the pro forma combined company. For this analysis, Goldman Sachs first calculated the implied enterprise value for the pro forma combined company as of December 31 for each of the fiscal years 2025 through 2027, by applying a multiple range of illustrative EV/NTM EBITDAR of 4.00x to 5.50x to estimates of the pro forma combined company's adjusted NTM EBITDAR for each of the fiscal years 2025 through 2027. This illustrative range of EV/NTM EBITDAR multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM EBITDAR multiples for Sun Country and Allegiant.
Goldman Sachs then subtracted the amount of the pro forma combined company's total debt and debt-like items of approximately $3,099 million for each of the fiscal years 2025 to 2027 and added the amount of the pro forma combined company's cash and cash equivalents for each of the fiscal years 2025 to, 2026 and 2027 of approximately $1,185 million, $1,143 million and $664 million, respectively, each as provided by and approved for Goldman Sachs' use by the management of Sun Country, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for the pro forma combined company for each of the fiscal years 2025 to 2027. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of common stock of the pro forma combined company for each of fiscal years 2025 to 2027 of approximately 27.4 million, calculated using information provided by and approved for Goldman Sachs' use by the management of Sun Country, to derive a range of implied future values per share of common stock of the pro forma combined company (excluding dividends). Goldman Sachs then discounted these implied future equity values per share of common stock of the pro forma combined company to September 30, 2025, using an illustrative discount rate of 13.00%, reflecting an estimate of the pro forma combined company's cost of equity (as estimated by Goldman Sachs by application of the CAPM). Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then multiplied the range of illustrative equity values of Allegiant common stock pro forma for the proposed transactions it derived by the exchange ratio and added the result to the $4.10 per share of Sun Country common stock to be paid in cash to the holders (other than Allegiant and its affiliates) of Sun Country common stock pursuant to the merger agreement. This analysis resulted in a range of implied present values for the consideration to be paid per share of Sun Country common stock of $9.60 to $20.40.
The section entitled "Opinion of Sun Country's Financial Advisor-Premia Paid Analysis" beginning on page 105 is hereby amended and supplemented as follows:
Premia Paid Analysis
Precedent U.S. Airline Transactions
Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for acquisition transactions, selected on the basis of Goldman Sachs' professional judgment, and announced since August 2007 involving a public company in the airline industry based in the United States as the target where the disclosed enterprise values for the transactions were between $0.7 billion and $9.8 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premia of the price paid in the transactions relative to the target's last undisturbed closing stock price prior to announcement of the transactions. This analysis indicated a median premium of 78% across the period. This analysis also indicated a 25th percentile premium of 54% and 75th percentile premium of 93% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premia of 54% to 93% to the undisturbed closing price per share of Sun Country common stock of $15.77 as of January 9, 2026 and calculated a range of implied equity values per share of Sun Country common stock of $24.30 to $30.45.
Precedent Cash-and-Stock Transactions
Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for cash-and-stock acquisition transactions announced from the second quarter of 2015 through the third quarter of 2025 involving a public company based in the United States as the target that have closed where the disclosed enterprise values for the transactions were above $500 million and have a percentage of stock consideration between 20% and 80% of the total consideration, representing a total of 138 transactions. This analysis excluded transactions in sub-industries including REITs, Alternative Power Generation, Coil, Oil & Gas, Financial Institutions and Electric Utilities and Minerals. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premia of the price paid in the transactions relative to the target's last undisturbed closing stock price prior to announcement of the transactions. This analysis indicated a median premium of 29% across the period. This analysis also indicated a 25th percentile premium of 19% and 75th percentile premium of 43% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premia of 19% to 43% to the undisturbed closing price per share of Sun Country common stock of $15.77 as of January 9, 2026 and calculated a range of implied equity values per share of Sun Country common stock of $18.75 to $22.55.
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