Sun Country Airlines Holdings, Inc. 8-K

What Happened

• Sun Country Airlines Holdings, Inc. announced that Allegiant Travel Company completed its acquisition of Sun Country on May 13, 2026. As a result, Sun Country became a wholly owned subsidiary of Allegiant. Under the merger, each Sun Country share was converted into $4.10 in cash plus 0.1557 shares of Allegiant common stock.
• In connection with the closing, Sun Country terminated its March 24, 2025 Credit and Guaranty Agreement (all commitments and obligations satisfied and discharged in full except certain continuing indemnity obligations). The Income Tax Receivable Agreement (TRA) tied to Sun Country’s 2021 IPO was terminated due to the change of control, and Sun Country paid approximately $80.4 million (the present value of estimated TRA obligations) to TRA holders, which included CEO Jude Bricker and director Kerry Philipovitch.
• Trading of Sun Country common stock on Nasdaq was suspended prior to the opening on the closing date; Sun Country requested delisting via Form 25 (delisting effective 10 days after filing) and intends to file Form 15 to terminate registration and suspend ongoing reporting obligations.

Key Details

• Closing date: May 13, 2026 (merger completed; Sun Country now an Allegiant subsidiary).
• Merger consideration per share: $4.10 cash + 0.1557 Allegiant common shares.
• TRA termination payment: ~ $80.4 million paid to TRA holders upon change of control.
• Equity award treatment: Outstanding Sun Country options converted into proportionally adjusted Allegiant options; RSUs and PRSUs were assumed/converted (PRSU underlying shares deemed 125% of target and converted to time-vesting awards; certain non‑employee/former‑service awards fully vested and converted to the merger consideration).
• Credit facility: March 24, 2025 Credit and Guaranty Agreement terminated and discharged, except for continuing indemnity obligations.
• Delisting/deregistration: Nasdaq trading suspended; Form 25 filed to delist (effective 10 days after filing); Form 15 planned to terminate registration and suspend reporting.

Why It Matters

• Shareholders: Public Sun Country shareholders received immediate cash plus Allegiant stock and Sun Country common stock will be delisted and deregistered, removing public market liquidity for Sun Country shares after the delisting/deregistration process completes.
• Compensation and employees: Outstanding equity awards were converted or accelerated in various ways; employees and directors holding awards should review how their awards converted, vesting treatment, and any tax consequences.
• Financial/legal: The TRA termination and $80.4M payment settle future TRA obligations tied to historical tax attributes; termination of the credit agreement removes prior financing commitments (except indemnities).
• Reporting: Once Form 25 and Form 15 are effective, Sun Country will no longer be a reporting company under Sections 13 and 15(d) of the Exchange Act, reducing public disclosure obligations.

Keywords: merger, acquisition, Allegiant, delisting, tax receivable agreement, TRA, equity awards, termination of credit agreement.