8-K 1 eh210154858_8k.htm FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2021

SUN COUNTRY AIRLINES HOLDINGS, Inc.

(Exact name of Registrant as specified in its charter)

Delaware   001-40217   82-4092570

(State of

Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

2005 Cargo Road

Minneapolis, MN

  55450
(Address of principal executive offices)   (Zip Code)

 

(651) 681-3900

(Registrant’s telephone number, including area code)

 

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

         
Title of each class  

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   SNCY   The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

Item 8.01Other Events.

 

On May 19, 2021, Sun Country Airlines Holdings, Inc. (the “Company”) announced the pricing of an offering of 7,250,000 shares of its common stock, par value $0.01 per share, by SCA Horus Holdings, LLC, an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholder”), at a price to the public of $34.50 per share. In addition, the Selling Stockholder granted the underwriters a 30-day option to purchase up to 1,087,500 additional shares of the Company’s common stock at the public offering price, less underwriting discounts and commissions. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety. The Company did not sell any shares in the offering.

 

On May 24, 2021, the Selling Stockholder closed the offering of 7,250,000 shares of the Company’s common stock.

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits. 

 

Exhibit No.   Description
99.1   Press Release of Sun Country Airlines Holdings, Inc. dated May 19, 2021

 

 

 

 

 

SIGNATURES

 

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. 

 

SUN COUNTRY AIRLINES HOLDINGS, INC.  
     
  By:  /s/ Eric Levenhagen  
   

Name:

Eric Levenhagen
 
   

Title:

Chief Administrative Officer, General
Counsel and Secretary
 

 

Dated: May 24, 2021