Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY) (“Sun Country
Airlines”) today announced the pricing of the previously announced
secondary public offering of 4,000,000 shares of its common stock
by an affiliate of certain investment funds managed by affiliates
of Apollo Global Management, Inc. (the “Selling Stockholder”). The
offering is expected to close, subject to customary closing
conditions, on December 14, 2023.
The underwriters will have a 30-day option to
purchase up to an additional 600,000 shares of common stock from
the Selling Stockholder. Sun Country Airlines is not selling any
shares and will not receive any proceeds from the offering.
In addition, Sun Country Airlines has agreed to
purchase from the underwriters approximately $5 million of shares
of common stock that are the subject of the offering at a price per
share equal to the price at which the underwriters will purchase
such shares from the Selling Stockholder in the offering (the
“Concurrent Share Repurchase”). The Concurrent Share Repurchase
will be made pursuant to Sun Country Airlines’ previously announced
stock repurchase program. The completion of the Concurrent Share
Repurchase will reduce the remaining availability under the stock
repurchase program. Sun Country Airlines intends to fund the
Concurrent Share Repurchase from existing cash on hand.
Barclays and Morgan Stanley are acting as joint
bookrunners and underwriters for the offering. The underwriters for
the offering may offer the shares of common stock for sale from
time to time directly or through agents, or through brokers in one
or more brokerage transactions on the Nasdaq Global Select Market,
or to dealers in negotiated transactions or in a combination of
such methods of sale, at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated
prices.
The offering was made only by means of a
preliminary prospectus supplement and accompanying base prospectus
related to the offering. Copies of the preliminary prospectus
supplement and accompanying base prospectus, and when available,
copies of the final prospectus supplement and accompanying base
prospectus, related to the offering, may be obtained from Barclays
Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, or by telephone at 888-603-5847, or by
email at Barclaysprospectus@broadridge.com or Morgan Stanley &
Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor,
New York, New York 10014.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
will there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. A shelf
registration statement relating to the offering of the common stock
was filed with the U.S. Securities and Exchange Commission and is
effective.
About Sun Country Airlines
Sun Country Airlines is a new breed of hybrid
low-cost air carrier, whose mission is to connect guests to their
favorite people and places, to create lifelong memories and
transformative experiences. Sun Country dynamically deploys shared
resources across our synergistic scheduled service, charter, and
cargo businesses. Based in Minnesota, we focus on serving leisure
and visiting friends and relatives (“VFR”) passengers and charter
customers, with flights throughout the United States and to
destinations in Mexico, Central America, Canada, and the
Caribbean.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995, which involve risks and
uncertainties. These forward-looking statements include statements
regarding the public offering and the Concurrent Share Repurchase
and are generally identified by the use of forward-looking
terminology, including the terms “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “likely,”
“may,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would” and, in each case, their
negative or other various or comparable terminology. All statements
other than statements of historical facts contained in this press
release, including statements regarding the expected timing, size,
and completion of the offering and the grant to the underwriters of
the option to purchase additional shares, our strategy, future
operations, future financial position, future revenue, projected
costs, prospects, plans, objectives of management, and expected
market growth are forward-looking statements. The forward-looking
statements are relating to:
- our strategy, outlook and growth prospects;
- our operational and financial targets and dividend policy;
- general economic trends and trends in the industry and
markets;
- potential repurchases of our common stock; and
- the competitive environment in which we operate.
These statements involve known and unknown
risks, uncertainties and other important factors that may cause our
actual results, performance, or achievements to be materially
different from any future results, performance, or achievements
expressed or implied by the forward-looking statements.
These forward-looking statements reflect our
views with respect to future events as of the date of this press
release and are based on assumptions and subject to risks and
uncertainties. These risks and uncertainties include, but are not
limited to, completion of the public offering on the anticipated
terms or at all, market conditions and the satisfaction of
customary closing conditions related to the public offering and
other factors included or incorporated by reference under “Risk
Factors” in the preliminary prospectus supplement on Form 424(b)(3)
and the accompanying base prospectus, including those included in
Sun Country Airlines’ Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. These forward-looking statements
represent our estimates and assumptions only as of the date of this
press release and, except as required by law, we undertake no
obligation to update or review publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise after the date of this press release. We anticipate
that subsequent events and developments will cause our views to
change. You should read this press release completely and with the
understanding that our actual future results may be materially
different from what we expect. Our forward-looking statements do
not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures, or investments we may
undertake. We qualify all of our forward-looking statements by
these cautionary statements. Additional information concerning
certain factors is contained in the Company’s Securities and
Exchange Commission filings, including but not limited to the
Company’s Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K.
Contacts
Investor Relations
Chris Allen
651-681-4810
IR@suncountry.com
Media
Sun Country Media Relations Team
651-900-8400
mediarelations@suncountry.com
Sun Country Airlines (NASDAQ:SNCY)
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