UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Date of earliest event reported)
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This document is also available on our website at http://investor.alaskaair.com.
ITEM 8.01. Other Events
On August 4, 2023, pursuant to registration rights granted to the United States Department of the Treasury (together with its permitted assignees, “U.S. Treasury”), Alaska Air Group, Inc. (the “Company”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) prospectus supplements to its automatic shelf registration statement on Form S-3 (File No. 333-273682) (the “Form S-3”) to register: (i) the resale of warrants (the “PSP1 Warrants”) to purchase up to 928,127 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), issued by the Company to U.S. Treasury in connection with the participation by the Company’s subsidiaries Alaska Airlines, Inc. (“Alaska Airlines”), Horizon Air Industries, Inc. (“Horizon”) and McGee Air Services, Inc. (“McGee”) in the payroll support program under Division A, Title IV, Subtitle B of The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), and up to 928,127 shares of Common Stock issuable upon exercise of such PSP1 Warrants, (ii) the resale of a warrant (the “Treasury Loan Program Warrant”) to purchase up to 427,080 shares of Common Stock issued by the Company to U.S. Treasury in connection with the participation by the Company, Alaska Airlines and Horizon in the loan program authorized under Division A, Title IV, Subtitle A of the CARES Act, and up to 427,080 shares of Common Stock issuable upon exercise of such Treasury Loan Program Warrant, (iii) the resale of warrants (the “PSP2 Warrants”) to purchase up to 305,498 shares of Common Stock issued by the Company to U.S. Treasury in connection with the participation by Alaska Airlines, Horizon and McGee in the payroll support program under Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021, and up to 305,498 shares of Common Stock issuable upon exercise of such PSP2 Warrants and (iv) the resale of warrants (the “PSP3 Warrants”) to purchase up to 221,812 shares of Common Stock issued by the Company to U.S. Treasury in connection with the participation by Alaska Airlines, Horizon and McGee in the payroll support program under Section 7301 of the American Rescue Plan Act of 2021, and up to 221,812 shares of Common Stock issuable upon exercise of such PSP3 Warrants.
The foregoing prospectus supplements amend and restate prospectus supplements to the Company’s prior registration statement on Form S-3 (File No. 333-249054), which prior prospectus supplements were filed on (i) September 25, 2020 registering the resale of the PSP1 Warrants and the shares of Common Stock issuable upon exercise thereof, which was amended and restated on March 31, 2021, (ii) June 30, 2021 registering the resale of the Treasury Loan Program Warrant and the shares of Common Stock issuable upon exercise thereof, (iii) March 31, 2021 registering the resale of the PSP2 Warrants and the shares of Common Stock issuable upon exercise thereof, which was amended and restated on June 30, 2021, and (iv) June 30, 2021 registering the resale of the PSP3 Warrants and the shares of Common Stock issuable upon exercise thereof.
The Company is filing this Current Report on Form 8-K to provide the legal opinions of O’Melveny & Myers LLP as to the legality of the offer and sale of the PSP1 Warrants and shares of Common Stock issuable upon exercise of the PSP1 Warrants, the offer and sale of the Treasury Loan Program Warrant and shares of Common Stock issuable upon exercise of the Treasury Loan Program Warrant, the offer and sale of the PSP2 Warrants and shares of Common Stock issuable upon exercise of the PSP2 Warrants, and the offer and sale of the PSP3 Warrants and shares of Common Stock issuable upon exercise of the PSP3 Warrants, which opinions are attached hereto as Exhibit 5.1, Exhibit 5.2, Exhibit 5.3 and Exhibit 5.4, respectively.
ITEM 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| 23.4 | Consent of O’Melveny & Myers LLP relating to the PSP3 Warrants and shares of the Company’s Common Stock issuable upon exercise of the PSP3 Warrants (included in its opinion filed as Exhibit 5.4). | |
| 104 | Cover Page Interactive Data File - embedded within the Inline XBRL Document. | |
SIGNATURES
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 hereunto duly authorized.
| ALASKA AIR GROUP, INC. | ||||||
| Registrant | ||||||
| Date: August 4, 2023 | ||||||
| By: | /s/ EMILY HALVERSON | |||||
| Name: | Emily Halverson | |||||
| Title: | Vice President Finance and Controller | |||||