Acquisition of Sun Country Airlines Holdings, Inc. (Tables)
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6 Months Ended |
Jun. 30, 2026 |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
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| Business Combination, Contingent Consideration |
The total purchase consideration was as follows: | | | | | | | (in thousands) | May 13, 2026 | | Merger consideration | | | Cash | $ | 223,431 | | | Shares | 634,788 | | Add: Pre-combination value of replaced and accelerated equity awards | 21,173 | | Add: Consideration paid with respect to Amazon warrants | 16,185 | | Add: Termination payment under Tax Receivable Agreement | 80,461 | | Total purchase consideration | $ | 976,038 | |
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| Business Combination Preliminary Allocation |
The following table presents the preliminary allocation of the purchase price as of the acquisition date: | | | | | | | (in thousands) | Purchase Price Allocation | | Cash and cash equivalents | $ | 119,618 | | | Restricted cash | 20,272 | | Short-term investments | 47,134 | | Accounts receivable | 77,010 | | Short term lessor maintenance deposits | 37,268 | | Expendable parts, supplies and fuel, net | 12,356 | | Prepaid expenses and other current assets | 23,510 | | Property and equipment, net | 1,048,057 | | Goodwill | 465,719 | | Other intangible assets | 21,600 | | Long-term investments | 4,980 | | Operating lease right-of-use assets, net | 10,819 | | Deposits and other assets | 85,322 | | Total assets acquired | 1,973,665 | | | | Accounts payable | 97,108 | | Accrued liabilities | 65,253 | | Current operating lease liabilities | 3,756 | | Air traffic liability | 137,306 | | Current loyalty program liability | 9,495 | | Current maturities of long-term debt and finance lease obligations, net of related costs | 137,114 | | Long-term debt and finance lease obligations, net of current maturities and related costs | 433,150 | | Deferred income taxes | 89,496 | | Noncurrent operating lease liabilities | 8,725 | | Noncurrent loyalty program liability | 4,890 | | Other noncurrent liabilities | 11,334 | | Liabilities assumed | 997,627 | | | | Total consideration | $ | 976,038 | |
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| Business Combination, Intangible Asset, Acquired, Indefinite-Lived |
The estimated fair value and weighted average useful life of the Sun Country intangible assets are as follows: | | | | | | | | | | Fair Value (in thousands) | Weighted Average Useful Life | | Trademarks | $13,200 | 2 Years | | Customer Relationships | 8,400 | 2 Years | | Total | $21,600 | |
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| Business Combination, Employee Benefit Plans Activity |
A summary of the Plan activity is presented below: | | | | | | | | | | | Shares(1) | | Restricted stock units granted to Sun Country holders | | 268,627 | | Vested | | (127,321) | | Forfeited | | (4,943) | | Non-vested at June 30, 2026 | | 136,363 |
(1) All RSUs had a grant date fair value of $75.21, which was the Allegiant Travel Company stock price at the date of acquisition, May 13, 2026.
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| Business Combination, Pro Forma Information |
The pro forma information includes adjustments for estimated acquisition-related costs of $73.0 million assumed to have been incurred on January 1, 2025.
| | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, | | Six Months Ended June 30, | | (in thousands) | 2026 | | 2025 | | 2026 | | 2025 | | Operating revenues | $1,077,194 | | $953,005 | | $2,147,991 | | $1,978,728 | | Net income | 65,011 | | (54,409) | | 96,895 | | (58,578) |
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