Allegiant Travel Company (ALGT) investor relations material

Deal rationale and strategic fit

• The merger combines two complementary, leisure-focused airlines with flexible capacity, diversified business models, and a shared culture, aiming to create a leading flexible leisure carrier in North America serving 22 million annual customers across nearly 175 cities.

• The combination expands network reach to 94% of originating markets, accelerates growth into new domestic and international destinations, and enhances customer value, especially in Minneapolis-St. Paul and mid-size markets.

• Diversified revenue streams include passenger, charter, and cargo operations, with strengths in loyalty programs and third-party travel business, providing stability and resilience.

• The deal leverages Sun Country’s charter and cargo strengths and Allegiant’s broad domestic network and loyalty program, with a shared commitment to affordable, reliable service from underserved communities.

• The timing is driven by both companies’ operational and financial readiness, supported by recent strategic initiatives.

Financial terms and conditions

• The transaction values Sun Country at $1.5 billion, including $400 million in net debt, with an implied value of $18.89 per share—a 19.8% premium over the prior closing price.

• Sun Country shareholders receive 0.1557 Allegiant shares plus $4.10 in cash per share, resulting in Allegiant shareholders owning 67% and Sun Country shareholders 33% of the combined company.

• The deal is expected to be accretive to EPS in the first full year post-closing, with mid-single-digit earnings accretion anticipated in 2027.

Synergies and expected cost savings

• The merger is projected to generate $140 million in annual EBITDA synergies within three years post-close, driven by network optimization, expanded distribution, and operational efficiencies.

• Key synergy drivers include network and scheduling optimization, expanded Midwest relevance, enhanced loyalty program economics, and charter/cargo efficiencies.

• One-time integration costs are estimated at $150–$200 million.

• Some synergies can be realized before a single operating certificate is achieved, with up to half expected in the first year post-close.