As previously disclosed, Alaska Air Group, Inc. (the “Company”) has issued warrants (each a “Warrant” and, collectively, the “Warrants”) to the United States Department of the Treasury (together with its permitted assignees, “U.S. Treasury”) to purchase up to an aggregate of 888,669 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). The warrants were issued to U.S. Treasury in a series of private placements exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the participation by the Company’s subsidiaries, Alaska Airlines, Inc., Horizon Air Industries, Inc. and McGee Air Services, Inc., in the payroll support program under Division A, Title IV, Subtitle B of The Coronavirus Aid, Relief, and Economic Security Act. Pursuant to the terms of that certain Amended and Restated Warrant Agreement, dated as of June 23, 2020, between Alaska Air Group, Inc. and U.S. Treasury, the Company must register the resale of the Warrants and the shares of the Company’s Common Stock issuable upon exercise of the Warrants no later than September 30, 2020.
On September 25, 2020, the Company filed a prospectus supplement (the “Prospectus Supplement”) to its automatic shelf registration statement on Form S-3 (File No. 333-249054) filed on September 25, 2020. The Prospectus Supplement registers the resale of the Warrants and the shares of the Company’s Common Stock issuable upon exercise of the Warrants. The Company will not receive any proceeds from the sale of the Warrants or shares of the Company’s Common Stock issuable upon exercise of the Warrants.
The Company is filing this report to provide the legal opinion of O’Melveny & Myers LLP as to the legality of the issuance and sale of the Warrants and shares of the Company’s Common Stock issuable upon exercise of the Warrants, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
| ITEM 9.01. | Financial Statements and Exhibits |
(d) Exhibits
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