What changed in this filing

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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-02-27 · 41 added, 46 removed, 107 unchanged (45% of the section changed)

1 unchanged sentence

Evaluation of disclosure controls and procedures.

As of the end of the period covered by this report, under the supervision and with the participation of our management, including our CEO and chief financial officer (“CFO”), we evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) as of the end of the period covered by this report.

Based on that evaluation, management, including our CEO and CFO, has concluded that our disclosure controls and procedures are designed, and are effective, to give reasonable assurance that the information we are required to disclose is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate to allow timely decisions regarding required disclosure.

17 unchanged sentences

Opinion on Internal Control Over Financial Reporting

We have audited Allegiant Travel Company’s and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have audited Allegiant Travel Company and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2020 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated March 1, 2021, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

16 unchanged sentences

Dallas, Texas

February 27, 2020

March 1, 2021

Directors, Executive Officers, and Corporate Governance

16 unchanged sentences

Where so indicated, exhibits which were previously filed are incorporated by reference.

Number Description

3.1 Articles of Incorporation of Allegiant Travel Company.

1 unchanged sentence

333-134145 filed with the Commission on July 6, 2006).

Bylaws of Allegiant Travel Company as amended on October 23, 2019.

(Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the Commission on October 24, 2019).

3.2 Bylaws of Allegiant Travel Company as amended on May 6, 2020 .

(Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the Commission on May 12 , 20 20 ).

3.3 Specimen Stock Certificate (Incorporated by reference to Exhibit 3.3 to the Form 8-A filed with the Commission on November 22, 2006).

2006 Long-Term Incentive Plan, as amended on July 19, 2009.

(Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with the Commission on November 9, 2009-SEC File No.

4.1 Indenture, dated as of October 7, 2020, by and among Allegiant Travel Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the 8.500% Senior Secured Notes due 2024.

(incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Commission on October 7, 2020).

4.2 Form of 8.500% Senior Secured Notes due 2024 (incorporated by reference to Exhibit A to Exhibit 4.1).

4.3 First Lien Intercreditor Agreement, dated as of October 7, 2020, between Barclays Bank PLC, as Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust, National Association, as First Lien Notes Collateral Agent and Authorized Representative for the First Lien Notes Secured Parties.

(Incorporated by reference to Exhibit 4.3 to Current Report filed with the Commission on October 7, 2020)

10.1 Airport Use and Lease Agreement signed on March 17, 2011 between the Company and Clark County Department of Aviation.

2 unchanged sentences

(Incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on February 26, 2013-SEC File No.

Stock Appreciation Rights Agreement dated September 9, 2016, between the Company and John Redmond.

(Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016.) (1)

10.3 2016 Long-Term Incentive Plan.

10 unchanged sentences

(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the Commission on February 5, 2019.)

Construction Loan Agreement dated as of March 18, 2019 between TPG Specialty Lending, Inc., SSPC 1, LLC, and SSPC 2, LLC (as “Lenders”), TPG Specialty Lending, Inc.

(as “Agent”) and Sunseeker Florida, Inc.

(Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Commission on May 8, 2019) (2)

Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of March 18, 2019 between TPG Specialty Lending, Inc.

(“Agent”) and Sunseeker Florida, Inc.

(Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Commission on May 8, 2019)

Guaranty of Completion dated as of March 18, 2019 among Allegiant Travel Company and Sunrise Asset Management, LLC for the benefit of TPG Specialty Lending, Inc., SSPC 1, LLC and SSPC 2, LLC.

(Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Commission on May 8, 2019)

Non-Recourse Carve-out Guaranty Agreement dated as of March 18, 2019 from Allegiant Travel Company for the benefit of TPG Specialty Lending, Inc., SSPC 1, LLC and SSPC 2, LLC.

(Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Commission on May 8, 2019)

Guaranty of Payment dated as of March 18, 2019 from Allegiant Travel Company for the benefit of TPG Specialty Lending, Inc., SSPC 1, LLC and SSPC 2, LLC.

(Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Commission on May 8, 2019)

Pledge and Security Agreement dated as of March 18, 2019 by Sunseeker Resorts, Inc.

for the benefit of TPG Specialty Lending, Inc., SSPC 1, LLC and SSPC 2, LLC.

(Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Commission on May 8, 2019)

10.9 Credit Agreement dated as of June 24, 2019 among Sunrise Asset Management, Bank of America Leasing and Capital, LLC, Sumitomo Mitsui Banking Corporation and Bank of Utah, as agent.

(Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the Commission on July 31, 2019) (2)

Employment Agreement dated as of October 1, 2019, between the Company and John Redmond.

10.10 Employment Agreement dated as of October 1, 2019, between the Company and John Redmond (Incorporated by reference to Exhibit 10.18 to Annual Report on Form 10-k for the year ended December 31, 2019 filed with the Commission on February 27, 2020.

10.11 First Amendment dated February 13, 2020, to Credit and Guaranty Agreement, dated as of February 5, 2019, among the Company, as borrower, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Barclays Bank PLC, as administrative agent.

(Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on February 18, 2020).

10.12 Payroll Support Program Agreement dated April 20, 2020 between Allegiant Air, LLC and the U.S.

Department of the Treasury.

(Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 22, 2020)

10.13 Promissory Note dated April 20, 2020 from Allegiant Air, LLC to U.S.

Department of the Treasury.(Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 22, 2020)

10.14 Warrant Agreement dated April 20, 2020 between the Company and the U.S.

Department of the Treasury.(Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 22, 2020)

10.15 Employment Agreement effective as of August 1, 2020 between the Company and D.

Scott Sheldon (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 5, 2020) (1)

10.16 Employment Agreement effective as of August 1, 2020 between the Company and Gregory Anderson (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 5, 2020) (1)

Number Description

10.17 Employment Agreement effective as of September 1, 2020 between the Company and Scott DeAngelo (Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 5, 2020) (1)

10.18 Employment Agreement effective as of September 1, 2020 between the Company and Robert P.

Wilson, III (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 5, 2020) (1)

10.19 Payroll Support Program Extension Agreement dated January 15, 2021 between Allegiant Air, LLC and the U.S.

Department of the Treasury.

12 Calculation of Ratio of Earnings to Fixed Charges of Allegiant Travel Company.

6 unchanged sentences

(1) Management contract or compensation plan or agreement required to be filed as an Exhibit to this Report on Form 10-K pursuant to Item 15(b) of Form 10-K.

Portions of the indicated document have been omitted pursuant to a grant of confidential treatment and the document indicated has been filed separately with the Commission as required by Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(2) Certain confidential information in this agreement has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.

1 unchanged sentence

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Las Vegas, State of Nevada on February 27, 2020 .

Allegiant Travel Company

5 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Maurice J.

Gallagher, Jr.

Chief Executive Officer and Director

February 27, 2020

Chief Executive Officer and Director March 1, 2021

Gallagher, Jr.

(Principal Executive Officer)

/s/ John Redmond

President and Director

February 27, 2020

/s/ Gregory Anderson

Chief Financial Officer

February 27, 2020

Gregory Anderson

(Principal Financial Officer and Principal Accounting Officer)

February 27, 2020

/s/ John Redmond President and Director March 1, 2021

/s/ Gregory Anderson Chief Financial Officer March 1, 2021

Gregory Anderson (Principal Financial Officer)

/s/ Rebecca Aretos Chief Accounting Officer March 1, 2021

Rebecca Aretos (Principal Accounting Officer)

/s/ Montie Brewer Director March 1, 2021

Montie Brewer

/s/ Gary Ellmer

February 27, 2020

Ponder Harrison

February 27, 2020

/s/ Gary Ellmer Director March 1, 2021

Ponder Harrison

/s/ Linda Marvin

February 27, 2020

/s/ Linda Marvin Director March 1, 2021

/s/ Charles W.

February 27, 2020

Pollard Director March 1, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures