Alaska Air Group Completes Asset Acquisition from AerCap

TL;DR

ALK just snagged some AerCap planes via lease, effective today!

AI Summary

On September 18, 2024, Alaska Air Group, Inc. (ALK) announced the completion of its acquisition of certain assets from AerCap Ireland Limited. This transaction involves the assumption of certain operating leases for aircraft and related equipment, with an effective date of September 18, 2024. The filing also details the creation of a direct financial obligation related to this agreement.

Why It Matters

This acquisition signifies a strategic move by Alaska Air Group to expand its fleet and operational capabilities through lease agreements, potentially impacting its long-term financial structure and service offerings.

Risk Assessment

Risk Level: medium — The acquisition of assets through operating leases introduces financial obligations and operational dependencies that could carry medium-term risks if not managed effectively.

Key Players & Entities

• Alaska Air Group, Inc. (company) — Registrant
• AerCap Ireland Limited (company) — Seller of acquired assets
• September 18, 2024 (date) — Effective date of asset acquisition and lease assumption

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value ALK New York Stock Exchange
• $18.00 — was converted into the right to receive $18.00 per Share, payable to the holder in cas
• $1.0 b — of Hawaiian by Alaska was approximately $1.0 billion, without giving effect to related

Filing Documents

• alk-20240918.htm (8-K) — 33KB
• ex991-alaskaairgrouppressr.htm (EX-99.1) — 35KB
• image_0a.jpg (GRAPHIC) — 16KB
• 0000766421-24-000062.txt ( ) — 224KB
• alk-20240918.xsd (EX-101.SCH) — 2KB
• alk-20240918_lab.xml (EX-101.LAB) — 21KB
• alk-20240918_pre.xml (EX-101.PRE) — 12KB
• alk-20240918_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

ITEM 1.01 Entry into a Material Definitive Agreement The information contained in Item 2.03 concerning the direct financial obligations of Alaska Air Group, Inc., a Delaware corporation ("Alaska") under the Guarantee (as defined below) is incorporated herein by reference.

01. Completion of Acquisition or Disposition of Assets

ITEM 2.01. Completion of Acquisition or Disposition of Assets As previously disclosed, on December 2, 2023, Alaska entered into an Agreement and Plan of Merger (the "Merger Agreement") with Hawaiian Holdings, Inc., a Delaware corporation ("Hawaiian"), and Marlin Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Alaska ("Merger Sub"). On September 18, 2024, pursuant to the Merger Agreement, Merger Sub merged with and into Hawaiian (the "Merger"), with Hawaiian surviving as a wholly owned subsidiary of Alaska. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Hawaiian's Common Stock, par value $0.01 per share (the "Common Stock"), Hawaiian's Series B Special Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), Hawaiian's Series C Special Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), and Hawaiian's Series D Special Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock" and, collectively with the Series B Preferred Stock and the Series C Preferred Stock, the "Preferred Stock") issued and outstanding immediately prior to the Effective Time, subject to certain customary exceptions specified in the Merger Agreement, was converted into the right to receive $18.00 per Share, payable to the holder in cash, without interest (the "Merger Consideration"). The Common Stock and the Preferred Stock are referred to collectively as the "Shares". Immediately prior to the Effective Time: (i) each outstanding restricted stock unit award granted pursuant to the Hawaiian 2015 Stock Incentive Plan (each, a "RSU"): (A) that was unvested as of immediately prior to the Effective Time, was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration with respect to each share of Common Stock subject to such RSU (treating for this purpose any performance-based vesting condition

01. Regulation FD Disclosure

ITEM 7.01. Regulation FD Disclosure On September 18, 2024, Alaska issued a press release announcing the closing of the Merger. The press release is attached hereto as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information under this item and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

01. Financial Statements and Exhibits

ITEM 9.01. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired The financial statements of Hawaiian required by this Item are not included in this Current Report on Form 8-K. Such financial statements will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information Pro forma financial information relative to the acquired business is not included in this Current Report on Form 8-K. Such pro forma financial information will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed. (d) Exhibits Exhibit 2.1 Agreement and Plan of Merger, dated as of December 2, 2023, by and among Alaska Air Group, Inc., Marlin Acquisition Corp. and Hawaiian Holdings, Inc.(incorporated by reference to Exhibit 2.1 to Alaska's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2023). Exhibit 99.1 Press Release, issued by Alaska Air Group, Inc., dated September 18, 2024. 104 Cover Page Interactive Data File - embedded within the Inline XBRL Document Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALASKA AIR GROUP, INC. Registrant Date: September 18, 2024 /s/ Kyle B. Levine Kyle B. Levine Senior Vice President, Legal, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR