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 June 30, 2021, 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. 333-249054) (the “Form S-3”) to register: (i) the resale of warrants (the “PSP2 Warrants”) to purchase up to 305,498 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 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, (ii) 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 and (iii) 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 Coronavirus Aid, Relief, and Economic Security Act, and up to 427,080 shares of Common Stock issuable upon exercise of such Treasury Loan Program Warrant.
The foregoing prospectus supplement relating to the PSP2 Warrants amends and restates a prospectus supplement to the Form S-3 previously filed by the Company on March 31, 2020, including to add 49,625 PSP2 Warrants (and 49,625 shares of Common Stock issuable pursuant to the exercise thereof) to the 255,873 PSP2 Warrants (and 255,873 shares of Common Stock issuable pursuant to the exercise thereof) initially covered by such prospectus supplement.
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 issuance and sale of the PSP2 Warrants and shares of Common Stock issuable upon exercise of the PSP2 Warrants, the issuance and sale of the PSP3 Warrants and shares of Common Stock issuable upon exercise of the PSP3 Warrants and the issuance and sale of the Treasury Loan Program Warrant and shares of Common Stock issuable upon exercise of the Treasury Loan Program Warrant, which opinions are attached hereto as Exhibit 5.1, Exhibit 5.2 and Exhibit 5.3, respectively.
The Company is also filing with this Current Report on Form 8-K the form of PSP3 Warrant, which such form of PSP3 Warrant is attached hereto as Exhibit 4.1.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
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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 thereunto duly authorized.
| ALASKA AIR GROUP, INC. | ||||||
| Registrant | ||||||
| Date: June 30, 2021 | ||||||
| By: | /s/ CHRISTOPHER M. BERRY | |||||
| Name: | Christopher M. Berry | |||||
| Title: | Vice President Finance and Controller | |||||
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