공시 • Sep 18
Alaska Air Group, Inc. (NYSE:ALK) completed the acquisition of Hawaiian Holdings, Inc. (NasdaqGS:HA).
Alaska Air Group, Inc. (NYSE:ALK) entered into a definitive agreement to acquire Hawaiian Holdings, Inc. (NasdaqGS:HA) for approximately $930 million on December 2, 2023. Alaska Airlines will acquire Hawaiian Airlines for $18.00 per share in cash, for a transaction value of approximately $1.9 billion, inclusive of $0.9 billion of Hawaiian Airlines net debt. The combined organization will be based in Seattle under the leadership of Alaska Airlines CEO Ben Minicucci. A dedicated leadership team will be established to focus on integration planning. Upon termination of the agreement under specified circumstances, Hawaiian will be required to pay Alaska a termination fee of $39.6 million. Conversely, upon termination of the agreement under certain other specified circumstances, Alaska will be required to pay Hawaiian a termination fee of $100 million.
The transaction agreement has been approved by both boards. The acquisition is conditioned on required regulatory approvals, the expiration or termination of the waiting period applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, obtaining any approval or authorization required from the U.S. Federal Aviation Administration, approval by Hawaiian Holdings, Inc. shareholders (which is expected to be sought in the first quarter of 2024), including approval from the U.S. Department of Transportation (DOT) of an interim exemption application and Alaska Air Group shareholders, and other customary closing conditions. As of September 17, 2024, the U.S. Department of Transportation (DOT) granted the requested interim exemption. As of February 7, 2024, the HSR waiting period was extended. On February 16, 2024, Hawaiian stock holders approved merger agreement with Alaska Air. A substantial majority of the holders of Hawaiian’s stock voted in favor of the merger. As of April 18, 2024, the transaction is expected to close later 2024. On May 7, 2024, Alaska and Hawaiian certified substantial compliance with the request for additional information and documentary material from the Antitrust Division of the Department of Justice ("DOJ"). On July 29, 2024, Alaska and Hawaiian agreed with the DOJ to extend the Review Period until 12:01 a.m. Eastern Time on August 15, 2024. On August 13, 2024, Alaska and Hawaiian agreed with the DOJ to further extend the Review Period until 12:01 a. m. Eastern Time on August 16, 2024. As of August 19, 2024, the time period for the U.S. Department of Justice (DOJ) to complete its regulatory investigation of the proposed combination of Alaska Airlines and Hawaiian Airlines under the HSR Act has expired. The Review Period expired at 12:01 a.m., Eastern Time, on August 20, 2024. The closing is still subject approval from the Department of Transportation. It is expected to close on or before June 2, 2025. The transaction is expected to close in 12 to 18 months from the announcement date. Alaska Air Group expects the acquisition will close in 2H 2024. As of September 17, 2024, the transaction is expected to close on or about September 18, 2024.
BofA Securities, Inc. acted as financial advisor to Alaska Air Group, Inc. PJT Partners Inc. acted as financial advisor to Alaska Air Group, Inc. Andor D. Terner and Nikole Kingston of O'Melveny & Myers LLP acted as legal advisor to Alaska Air Group, Inc. Barclays acted as financial and Fairness Opinion advisor to Hawaiian Holdings, Inc. Beau Buffier, Tony Jeffries, Brendan J. Coffman, Robin S. Crauthers, David S. Thomas, Matthew Staples, Gregory P. Broome, Marina C. Tsatalis, Susan P. Reinstra, Martin R. Sul, Kathleen D. Rothman, Michael A. Rosati, Joshua F. Gruenspecht, Gregory Hughes, Josephine Aiello LeBeau, Martin Korman, Seth Cowell, Douglas Schnell, Amanda Urquiza, Remi Korenblit and Ross Tanaka of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Hawaiian Holdings, Inc. Innisfree M&A Incorporated acted as proxy solicitor to Hawaiian Holdings, Inc.
Alaska Air Group, Inc. (NYSE:ALK) completed the acquisition of Hawaiian Holdings, Inc. (NasdaqGS:HA) on September 18, 2024. Hawaiian Airlines' stock will be de-listed and cease trading on the NASDAQ on September 18, 2024. In the interim, the airlines will continue to operate as separate carriers with no immediate changes to operations and will maintain separate websites, reservation systems and loyalty programs until later in the integration process. As a result of the Merger, at the Effective Time, Wendy Beck, Earl Fry, Lawrence Hershfield, Jayne Hrdlicka, Peter Ingram, Michael McNamara, Crystal Rose, Craig Vosburg and Richard Zwern, each of whom was a director of Hawaiian as of immediately prior to the Effective Time, ceased to be a director of Hawaiian and a member of any committee of Hawaiian’s Board of Directors. Daniel Akins, Mark Schneider and Duane Woerth will continue as members of the Board of Directors of Hawaiian following the Closing Date. In addition, at the Effective Time, Joseph Sprague, Diana Rakow, Andrea Schneider, and Eric Yeaman were appointed as members of Hawaiian’s Board of Directors to serve until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified. As a result of the Merger, at the Effective Time, Peter Ingram, Aaron Alter and Shannon Okinaka resigned from their positions as officers of Hawaiian. At the Effective Time, Mr. Joe Sprague was appointed to serve as Chief Executive Officer and President of Hawaiian. Alaska Air Group CEO Ben Minicucci will lead the combined organization. Joe Sprague, previously Alaska's regional President of Hawai'i/Pacific and President of Horizon Air, will serve as the Chief Executive Officer of Hawaiian Airlines until the FAA grants a single operating certificate.
