UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On December 2, 2023, Hawaiian Holdings, Inc. (“Hawaiian”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alaska Air Group, Inc., a Delaware corporation (“Alaska”), and Marlin Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Alaska (“Merger Sub”), providing for the merger of Merger Sub with and into Hawaiian (the “Merger”), with Hawaiian surviving as a wholly owned subsidiary of Alaska.
As previously disclosed, on May 7, 2024, Hawaiian and Alaska certified substantial compliance with a request for additional information and documentary material (the “Second Request”) received from the Antitrust Division of the Department of Justice (the “DOJ”) on February 7, 2024, in connection with the DOJ’s review of the Merger, which triggered the start of a Review Period (as defined below) under a timing agreement Hawaiian and Alaska entered into with the DOJ on March 27, 2024. Pursuant to the timing agreement, Hawaiian and Alaska agreed, among other things, not to consummate the Merger before 90 days following the date on which both parties certified substantial compliance with the Second Request (the “Review Period”) unless they received written notice from the DOJ prior to the end of the Review Period that the DOJ has closed its investigation of the Merger. The Review Period was previously scheduled to expire on August 5, 2024. As previously disclosed, (i) on July 29, 2024, Hawaiian and Alaska agreed with the DOJ to extend the Review Period until 12:01 a. m., Eastern Time, on August 15, 2024; (ii) on August 13, 2024, Hawaiian and Alaska agreed with the DOJ to extend the Review Period until 12:01 a.m., Eastern Time, on August 16, 2024; and (iii) on August 14, 2024, Hawaiian and Alaska agreed with the DOJ to extend the Review Period until 12:01 a.m., Eastern Time, on August 20, 2024.
The Review Period expired at 12:01 a.m., Eastern Time, on August 20, 2024. The closing of the Merger remains subject to, among other customary conditions, receipt of U.S. Department of Transportation (the “DOT”) approval of an interim exemption application that Hawaiian and Alaska have previously jointly submitted.
Hawaiian and Alaska have been working cooperatively with the DOT and expect to continue to do so.
SIGNATURE
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 hereunto duly authorized.
| HAWAIIAN HOLDINGS, INC. | ||||||
| Date: August 20, 2024 | By: | /s/ Aaron J. Alter | ||||
| Name: | Aaron J. Alter | |||||
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |||||