Allegiant Travel Company (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principal amount of its outstanding 5.50% Senior Notes Due 2019 (the "Notes") validly tendered (and not validly withdrawn) by 5:00 p.m., New York City time, on January 23, 2019 (the "Early Tender Deadline"), and has received consents (the "Consents") from holders (each a "Holder"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Information related to the Notes, the aggregate principal amount of Notes validly tendered (and not validly withdrawn) by the Early Tender Deadline, and other information relating to the Tender Offer and Consent Solicitation are listed in the table below.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per $1,000 principal amount of Notes, which includes the consideration for the Notes validly tendered (and not validly withdrawn), pursuant to the Offer to Purchase and Consent Solicitation Materials, of $981.03 per $1,000 principal amount of such Notes (the "Tender Offer Consideration")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 Holders must have validly tendered and not validly withdrawn their Notes, and have their Notes accepted for purchase in the Tender Offer, at or prior to the Early Tender Deadline in order to be eligible to receive the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 email@example.com.