Sun Country Airlines Holdings, Inc. Announces Launch of Secondary Public Offering of Common Stock and Concurrent Share Repurchase

Rhea-AI Summary

Sun Country Airlines (NASDAQ: SNCY) announced a secondary public offering of 6,346,105 shares of common stock by an affiliate of Apollo Global Management funds (the Selling Stockholder). This represents all remaining shares owned by the Selling Stockholder. Sun Country Airlines will not receive any proceeds from this offering as it's not selling any shares.

Concurrent with the offering, Sun Country Airlines has authorized a $10 million share repurchase from the underwriters at the same price they purchase from the Selling Stockholder, funded from existing cash. Barclays and Morgan Stanley are acting as joint bookrunners and underwriters for the proposed offering.

Positive

• Company authorized $10 million share repurchase from existing cash
• Complete exit of Apollo Global Management funds could reduce selling pressure

Negative

• Large secondary offering of 6,346,105 shares could create temporary selling pressure
• No proceeds will be received by the company from the secondary offering

Insights

Financial Markets Analyst

The announcement of Apollo Global Management's complete exit from Sun Country Airlines through a 6.3M share secondary offering marks a pivotal moment for SNCY's ownership structure and trading dynamics. This move represents approximately 11.9% of SNCY's outstanding shares, which will significantly increase the public float and likely enhance trading liquidity.

The concurrent $10 million share repurchase program, while representing only about 1.6% of the offered shares, serves multiple strategic purposes: 1) It provides price support during the offering process, 2) Signals management's confidence in the company's valuation and future prospects and 3) Demonstrates efficient capital allocation given the company's healthy cash position.

Apollo's complete exit warrants particular attention as it could indicate their assessment that they've maximized their return potential or see near-term catalysts. However, the orderly nature of the exit, coupled with the company's proactive share repurchase, suggests this is a planned transition rather than a distressed sale. The selection of Barclays and Morgan Stanley as joint bookrunners also indicates strong institutional interest in the placement.

For investors, this transition presents both opportunities and considerations:

• Increased float should improve trading liquidity and potentially reduce volatility
• Removal of overhang from a large institutional seller could provide better price discovery
• The repurchase program, while modest, establishes a near-term price floor and demonstrates management's commitment to shareholder value
• The timing and structure of the offering suggest confidence in Sun Country's operational performance and market position

MINNEAPOLIS, Feb. 10, 2025 (GLOBE NEWSWIRE) -- Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY) (“Sun Country Airlines”) today announced the commencement of a proposed secondary public offering of 6,346,105 shares of its common stock by an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholder”), which represent all the remaining shares owned by the Selling Stockholder.

Sun Country Airlines is not selling any shares and will not receive any proceeds from the proposed offering.

In addition, Sun Country Airlines has authorized the purchase from the underwriters of approximately $10 million of shares of common stock that are the subject of the proposed offering at a price per share equal to the price at which the underwriters will purchase the shares from the Selling Stockholder in the proposed offering, subject to a maximum aggregate repurchase price of $10 million (the “Concurrent Share Repurchase”). Sun Country Airlines plans to fund the Concurrent Share Repurchase from existing cash on hand.

Barclays and Morgan Stanley are acting as joint bookrunners and underwriters for the proposed offering. The underwriters for the offering may offer the shares of common stock for sale from time to time directly or through agents, or through brokers in one or more brokerage transactions on the Nasdaq Global Select Market, or to dealers in negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

The offering will be made only by means of a preliminary prospectus supplement and accompanying base prospectus related to the offering, copies of which, when available, may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 888-603-5847, or by email at Barclaysprospectus@broadridge.com or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A shelf registration statement relating to the offering of the common stock was filed with the U.S. Securities and Exchange Commission and is effective.

About Sun Country Airlines
Sun Country Airlines is a new breed of hybrid low-cost air carrier, whose mission is to connect guests to their favorite people and places, to create lifelong memories and transformative experiences. Sun Country dynamically deploys shared resources across our synergistic scheduled service, charter, and cargo businesses. Based in Minnesota, we focus on serving leisure and visiting friends and relatives (“VFR”) passengers and charter customers and providing cargo service to Amazon, with flights throughout the United States and to destinations in Mexico, Central America, Canada, and the Caribbean.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. These forward-looking statements include statements regarding the proposed public offering and the Concurrent Share Repurchase and are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this press release, including statements regarding the expected timing, size, and completion of the proposed offering, our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. The forward-looking statements are relating to:

• our strategy, outlook and growth prospects;
• our operational and financial targets and dividend policy;
• general economic trends and trends in the industry and markets;
• potential repurchases of our common stock; and
• the competitive environment in which we operate.
  

These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

These forward-looking statements reflect our views with respect to future events as of the date of this press release and are based on assumptions and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, completion of the public offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the public offering and other factors included or incorporated by reference under “Risk Factors” in the preliminary prospectus supplement on Form 424(b)(3) and the accompanying base prospectus, including those included in Sun Country Airlines’ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this press release and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release. We anticipate that subsequent events and developments will cause our views to change. You should read this press release completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. Additional information concerning certain factors is contained in Sun Country Airlines’ Securities and Exchange Commission filings, including but not limited to Sun Country Airlines’ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

FAQ

How many shares are being offered in SNCY's secondary public offering?

The secondary public offering includes 6,346,105 shares of Sun Country Airlines common stock.

How much is SNCY's concurrent share repurchase program worth?

Sun Country Airlines has authorized a $10 million share repurchase program concurrent with the secondary offering.

Who is selling shares in SNCY's secondary offering?

An affiliate of Apollo Global Management funds is selling all their remaining shares in the secondary offering.

Will Sun Country Airlines receive any proceeds from the secondary offering?

No, Sun Country Airlines will not receive any proceeds as they are not selling any shares in this offering.

Who are the underwriters for SNCY's secondary offering?

Barclays and Morgan Stanley are acting as joint bookrunners and underwriters for the proposed offering.