Sun Country Airlines (SNCY) investor relations material

Deal rationale and strategic fit

• The merger creates a leading flexible capacity carrier in North America, focused on leisure travel, serving 22 million annual customers across nearly 175 cities and more than 650 routes.

• Combines two airlines with complementary networks, flexible operating models, and industry-leading margins, enhancing customer value and convenience.

• Diversified business mix, including charter and cargo, provides stability and operational resilience.

• Shared cultures and operating philosophies support smooth integration and a customer-centric focus.

• Accelerates growth into new domestic and international markets, leveraging expanded network reach.

Financial terms and conditions

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

• Sun Country shareholders will receive 0.1557 shares of Allegiant stock plus $4.10 in cash per share; Allegiant shareholders will own 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 and to increase return on capital and free cash flow.

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

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 expansion, scale efficiencies, and procurement.

• Key drivers include network and scheduling optimization, expanded Midwest presence, improved loyalty platform, charter and cargo efficiencies, and fleet management.

• Additional upside from ancillary optimization and fleet flexibility.

• Synergy capture is expected to begin post-close, with some realized before achieving a single operating certificate.