UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2023
Sun Country Airlines Holdings, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | | 001-40217 | | 82-4092570 |
(State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
2005 Cargo Road Minneapolis, MN | | 55450 |
| (Address of principal executive offices) | | (Zip Code) |
(651) 681-3900
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | SNCY | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On December 11, 2023, Sun Country Airlines Holdings, Inc. (the “Company”) and an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholder”) entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters named in the Underwriting Agreement ( the “Underwriters”), relating to the secondary public offering (the “Offering”) of an aggregate of 4,000,000 shares of the common stock of the Company, par value $0.01 per share (the “Common Stock”), sold by the Selling Stockholder. The Offering was completed on December 14, 2023. Under the terms of the Underwriting Agreement, the Selling Stockholder has granted the Underwriters a 30-day option to purchase up to an additional 600,000 shares of Common Stock held by the Selling Stockholder. The Company did not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholder in the Offering.
Also pursuant to the Underwriting Agreement, the Company purchased from the Underwriters 312,500 shares of Common Stock sold by the Selling Stockholder in the Offering, at a purchase price equal to the price at which the Underwriters purchased the shares of Common Stock from the Selling Stockholder (the “Concurrent Share Repurchase”). The terms and conditions of the Concurrent Share Repurchase were reviewed and approved by the independent members of the Company’s board of directors. The Concurrent Share Repurchase was made under the Company’s existing stock repurchase program and reduced remaining availability under the stock repurchase program. The Company used existing cash on hand to fund the Concurrent Share Repurchase.
The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-269023) filed with the Securities and Exchange Commission (the “SEC”) and which became effective on January 12, 2023 (the “Registration Statement”), a prospectus, dated January 12, 2023 included as part of the Registration Statement and a preliminary prospectus supplement, dated December 11, 2023 and filed with the SEC on December 11, 2023. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to Exhibit 1.1 incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: December 14, 2023 | Sun Country Airlines Holdings, Inc. | |
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| | By: | /s/ Erin Rose Neale | |
| | | Name: | Erin Rose Neale | |
| | | Title: | Senior Vice President, General Counsel and Secretary | |
