United States securities and exchange commission logo
February 22, 2021
Jude Bricker
Chief Executive Officer
Sun Country Airlines Holdings, Inc.
2005 Cargo Road
Minneapolis, MN 55450
Re: Sun Country
Airlines Holdings, Inc.
Registration
Statement on Form S-1
Filed February 8,
2021
File No. 333-252858
Dear Mr. Bricker:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 8, 2021
Prospectus Summary
Covid-19 Induced Downturn, page 3
1. With regard to your
calculation of the metrics labeled Adjusted Operating Income Margin,
you indicate in
response to prior comment 4 that while the itemized adjustments for each
airline vary based on
their respective reported results, the Company s methodology was
consistent across all
of its competitors. We also note from your response that you believe
your calculation of
these metrics results in a more comparable metric across airlines that
is useful in
understanding how the Company performed during the COVID-19 induced
downturn as compared to
its competitors. Expand your disclosure to address the
following:
Jude Bricker
FirstName LastNameJude Bricker
Sun Country Airlines Holdings, Inc.
Comapany22,
February NameSun
2021 Country Airlines Holdings, Inc.
February
Page 2 22, 2021 Page 2
FirstName LastName
Why you believe it is appropriate to include full service
carriers for comparison with
your results, whether during the COVID-19 induced downturn or
under normal
industry conditions. In this regard, we note in the Overview
section of the Prospectus
Summary that your unique business model is compared and
contrasted with low cost
and ultra low-cost carriers;
Whether there are explanations for the differences in your
results compared to other
airlines beyond your diversified and flexible business model,
including as it relates
to scale and size of operations, such as routes, fares and
services;
Why you believe that the metric presented is useful in
understanding your
performance compared to other airlines during the COVID-19
induced downturn. For
a more balanced discussion, highlight that for periods in 2020,
this metric is not
reflective of your normal operating results due to the adverse
financial impacts of the
COVID-19 pandemic and the extent to which comparison of this
metric among
airlines is or is not reflective of the results of a similar
comparison during normal
industry conditions; and that
You calculated the metrics for each of the airlines shown based
on publicly available
information, along with a statement indicating that you believe
the methodology you
used was applied consistently.
-
2. In addition to the above, we note your Adjusted Operating Income
Margin is a non-GAAP
measure and should be labeled as such. Expand the Non-GAAP Financial
Measures
section beginning on page 89 to include the disclosures required by
Item 10(e) of
Regulation S-K. Further to this, the numerator in your calculation of
Adjusted Operating
Income is a non-GAAP measure and should be reconciled to the most
directly comparable
GAAP measure in accordance with Item 10(e)(i)(B) of Regulation S-K.
Refer to footnote
27 from the non-GAAP adopting release, which can be found
at: https://www.sec.gov/rules/final/33-8176.htm#P154_25345.
Prospectus Summary
The Offering, page 13
3. We note your disclosure on page 59 that you plan to enter into a tax
receivable agreement
with your initial stockholders. Please revise your disclosure here to
include a summary of
the agreement.
Description of Capital Stock
Removal of Directors; Vacancies, page 161
4. Please revise this section to describe the terms of Section 5.06 of
your second amended
and restated certificate of incorporation with respect to the Amazon
Holder.
Jude Bricker
Sun Country Airlines Holdings, Inc.
February 22, 2021
Page 3
Corporate Opportunity , page 165
5. We note that Article XII of your second amended and restated certificate
of incorporation
relates to recognition of corporate opportunities and competitive
opportunities. Please
revise to disclose all material terms of such provisions in this section,
and in your related
risk factor disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721,
or Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Advisor,
at (202) 551-3844 or, in her absence, Laura Nicholson, Special Counsel, at
(202) 551-3584 with
any other questions.
Sincerely,
FirstName LastNameJude Bricker
Division of
Corporation Finance
Comapany NameSun Country Airlines Holdings, Inc.
Office of Energy &
Transportation
February 22, 2021 Page 3
cc: Brian M. Janson, Esq.
FirstName LastName