Alaska Air Group, Inc. (NYSE:ALK) entered into a definitive agreement to acquire Hawaiian Holdings, Inc. (NasdaqGS:HA) for approximately $930 million on December 2, 2023. Alaska Airlines will acquire Hawaiian Airlines for $18.00 per share in cash, for a transaction value of approximately $1.9 billion, inclusive of $0.9 billion of Hawaiian Airlines net debt. The combined organization will be based in Seattle under the leadership of Alaska Airlines CEO Ben Minicucci. A dedicated leadership team will be established to focus on integration planning. Upon termination of the agreement under specified circumstances, Hawaiian will be required to pay Alaska a termination fee of $39.6 million. Conversely, upon termination of the agreement under certain other specified circumstances, Alaska will be required to pay Hawaiian a termination fee of $100 million. The transaction agreement has been approved by both boards. The acquisition is conditioned on required regulatory approvals, the expiration or termination of the waiting period applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, obtaining any approval or authorization required from the U.S. Federal Aviation Administration, approval by Hawaiian Holdings, Inc. shareholders (which is expected to be sought in the first quarter of 2024) and Alaska Air Group shareholders, and other customary closing conditions. As of February 7, 2024, the HSR waiting period was extended. On May 7, 2024, Alaska and Hawaiian certified substantial compliance with the request for additional information and documentary material from the Antitrust Division of the Department of Justice. It is expected to close on or before June 2, 2025. The transaction is expected to close in 12 to 18 months from the announcement date. As of April 18, 2024, the transaction is expected to close later 2024. On February 16, 2024, Hawaiian stock holders approved merger agreement with Alaska Air. A substantial majority of the holders of Hawaiian?s stock voted in favor of the merger.

BofA Securities, Inc. acted as financial advisor to Alaska Air Group, Inc. PJT Partners Inc. acted as financial advisor to Alaska Air Group, Inc. Andor D. Terner and Nikole Kingston of O'Melveny & Myers LLP acted as legal advisor to Alaska Air Group, Inc. Barclays acted as financial and Fairness Opinion advisor to Hawaiian Holdings, Inc. Beau Buffier, Tony Jeffries, Brendan J. Coffman, Robin S. Crauthers, David S. Thomas, Matthew Staples, Gregory P. Broome, Marina C. Tsatalis, Susan P. Reinstra, Martin R. Sul, Kathleen D. Rothman, Michael A. Rosati, Joshua F. Gruenspecht, Gregory Hughes, Josephine Aiello LeBeau, Martin Korman, Seth Cowell, Douglas Schnell, Amanda Urquiza, Remi Korenblit and Ross Tanaka of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Hawaiian Holdings, Inc. Innisfree M&A Incorporated acted as proxy solicitor to Hawaiian Holdings, Inc.