Banking Recap

Sun Country Airlines Holdings, LLC to Be Acquired

Allegiant Travel Company and Sun Country Airlines Holdings, Inc. entered into an Agreement and Plan of Merger dated January 11, 2026 under which Allegiant will acquire Sun Country in a stock-and-cash transaction structured as a two-step merger. The deal consolidates two U.S. budget airlines: upon closing, former Sun Country equityholders were expected to hold approximately 33% of the combined company and existing Allegiant equityholders approximately 67%, calculated on a fully diluted basis.

Mar 31, 2026·SEC EDGAR (DEFM14A)·pending regulatory·stock-and-cash two-step merger (airline consolidation)

This extraction is sourced from the joint proxy statement/prospectus on Form DEFM14A filed by Sun Country with the SEC on March 31, 2026, which details the background, terms, and advisory opinions behind the January 2026 merger agreement. As of this filing the transaction was still pending stockholder votes and had not yet closed.

Barclays was engaged by Allegiant as its financial advisor under an engagement letter dated October 27, 2025, and rendered a fairness opinion to the Allegiant board on January 11, 2026. Goldman Sachs served as financial advisor to Sun Country and rendered its own fairness opinion to the Sun Country board the same day. Both banks' opinions addressed the fairness, from a financial point of view, of the consideration to be paid or received by their respective client's board.

On the legal side, Skadden, Arps, Slate, Meagher & Flom LLP served as Allegiant's outside legal counsel, while Milbank LLP served as Sun Country's outside legal counsel throughout the negotiation and drafting process.

Under the terms of the merger agreement, each share of Sun Country common stock was to be converted into the right to receive a fixed exchange ratio of 0.1557 shares of Allegiant common stock plus $4.10 in cash, without interest. The exchange ratio was fixed and would not adjust for stock price movements prior to closing. Based on Allegiant's closing share price on January 9, 2026 (the last trading day before announcement), the implied value of the merger consideration was $18.89 per Sun Country share, representing a 19.8% premium. The proxy discloses that Allegiant paid Barclays customary fees for other engagements in the two years prior, including advising Allegiant on its July 2025 sale of Sunseeker Resort Charlotte Harbor, and notes Sun Country separately agreed to pay Goldman Sachs a transaction fee of approximately $22.6 million.

The proxy statement reviewed here does not state the specific fee Allegiant agreed to pay Barclays for this transaction (unlike the disclosed $22.6 million Goldman Sachs fee from Sun Country), nor does it provide a single aggregate dollar value for the overall transaction, since the consideration is a fixed exchange ratio plus per-share cash rather than a stated lump-sum purchase price.

Advisors

acquirer

Barclaysfinancial advisorview source →

“Allegiant engaged Barclays to act as its financial advisor with respect to the proposed transactions, pursuant to an engagement letter dated October 27, 2025.”

target

Goldman Sachsfinancial advisorview source →

“Each of the opinions rendered by Barclays, financial advisor to Allegiant, to the Allegiant board on, and dated, January 11, 2026, and by Goldman Sachs, financial advisor to Sun Country, to the Sun Country board on, and dated, January 11, 2026.”

Legal advisors

target

Milbank LLP

“work with representatives of Milbank LLP, Sun Country's outside counsel, which we refer to as Milbank, to draft an engagement letter to be entered into with Goldman Sachs as Sun Country's financial advisor.”

acquirer

Skadden, Arps, Slate, Meagher & Flom LLP

“Representatives of Barclays, Goldman Sachs, Skadden, Arps, Slate, Meagher & Flom LLP, Allegiant's outside counsel, which we refer to as Skadden, Milbank and Allegiant and Sun Country's other respective advisors attended these calls.”

Treasury yields

3-Month4.25%

2-Year4.81%

10-Year5.13%

30-Year5.42%

Source: U.S. Treasury, daily par yield curve · as of 10/21/2026