Allegiant Travel Company (ALGT) (the "Company," "we," "us," or "our") announced today that it has entered into a Credit and Guaranty Agreement with certain of its subsidiaries, excluding Sunseeker Resorts, Inc., as guarantors (the "Term Loan Guarantors"), certain lenders and Barclays Bank PLC, as administrative agent. Under the Credit and Guaranty Agreement, the Company has borrowed $450,000,000 (the "Term Loan"), guaranteed by the Term Loan Guarantors, which loan is secured by substantially all property and assets of the Company and the Term Loan Guarantors, excluding aircraft and aircraft engines, and excluding certain other assets. The Term Loan has a five-year term and bears interest based on the London Interbank Offered Rate or alternate base rate, which rate is LIBOR + 4.5% or the alternate base rate + 3.5%, respectively, subject to certain adjustments. The Credit and Guaranty Agreement contains customary financial covenants, including requiring the Company to maintain minimum liquidity and a maximum total leverage ratio. The Company will use the proceeds of the Term Loan to prepay or purchase existing indebtedness of the Company, including its 5.50% Senior Notes due 2019 (the "Notes"), as described below, and for working capital or other general corporate purposes.
In addition to being the administrative agent in respect of the Term Loan, Barclays PLC acted as syndication agent and lead arranger.
The Company also announced today that with respect to the Notes (i) the Company, the subsidiary guarantors party thereto (the "Guarantors") and Wells Fargo Bank, National Association, as trustee (the "Trustee") under the Indenture, dated as of June 13, 2014 (as amended, the "Indenture"), which governs the Notes, have executed the Third Supplemental Indenture, dated as of February 5, 2019 (the "Third Supplemental Indenture"), which supplements the Indenture, to effect the proposed amendments (the "Proposed Amendments") to the Indenture set forth in the Company's 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") in connection with the Notes, and (ii) the Company has purchased $345,809,000 aggregate principal amount of its outstanding Notes validly tendered (and not validly withdrawn) by 5:00 p.m., New York City time, on January 23, 2019 (the "Early Tender Deadline"), pursuant to the Company's tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding Notes and solicitation of consents (the "Consent Solicitation") to the Proposed Amendments to the Indenture, as set forth in the Offer to Purchase and Consent Solicitation Materials. 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 Third Supplemental Indenture became effective upon its execution and delivery by the Company, the Guarantors and the Trustee, and the Proposed Amendments became operative upon the Company's purchase of $345,809,000 aggregate principal amount of its outstanding Notes validly tendered (and not validly withdrawn) prior to the Early Tender Deadline, as set forth above. February 5, 2019 constitutes the Initial Settlement Date for the Tender Offer, as set forth in the Offer to Purchase and Consent Solicitation Materials.
Holders of Notes (the "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 $981.03 per $1,000 principal amount of such Notes, 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 of $30.00 per $1,000 principal amount of such Notes, as set forth in the Offer to Purchase and Consent Solicitation Materials. The terms and conditions of the Tender Offer and Consent Solicitation are 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 firstname.lastname@example.org.