ITEM 8.01. Other Events
On March 31, 2021, pursuant to registration rights granted to the United States
Department of the Treasury (together with its permitted assignees, "U.S.
Treasury"), Alaska Air Group, Inc. (the "Company") has filed with the U.S.
Securities and Exchange Commission (the "SEC") prospectus supplements to its
automatic shelf registration statement on Form S-3 (File No. 333-249054) (the
"Form S-3") to register: (i) the resale of warrants (the "PSP1 Warrants") to
purchase up to 928,127 shares of the Company's common stock, par value $0.01 per
share ("Common Stock"), issued by the Company to U.S. Treasury in connection
with the participation by the Company's subsidiaries, Alaska Airlines, Inc.
("Alaska Airlines"), Horizon Air Industries, Inc. ("Horizon") and McGee Air
Services, Inc. ("McGee"), in the payroll support program under Division A, Title
IV, Subtitle B of The Coronavirus Aid, Relief, and Economic Security Act, and up
to 928,127 shares of Common Stock issuable upon exercise of such PSP1 Warrants;
and (ii) the resale of warrants (the "PSP2 Warrants") to purchase up to 255,873
shares of Common Stock issued by the Company to U.S. Treasury in connection with
the participation by Alaska Airlines, Horizon and McGee in the payroll support
program under Subtitle A of Title IV of Division N of the Consolidated
Appropriations Act, 2021, and up to 255,873 shares of Common Stock issuable upon
exercise of such PSP2 Warrants.
The foregoing prospectus supplement relating to the PSP1 Warrants amends and
restates a prospectus supplement to the Form S-3 previously filed by the Company
on September 25, 2020, including to add 39,458 PSP1 Warrants (and 39,458 shares
of Common Stock issuable pursuant to the exercise thereof) to the 888,669 PSP1
Warrants (and 888,669 shares of Common Stock issuable pursuant to the exercise
thereof) initially covered by such prospectus supplement.
The Company is filing this Current Report on Form 8-K to provide the legal
opinions of O'Melveny & Myers LLP as to the legality of the issuance and sale of
the PSP1 Warrants and shares of Common Stock issuable upon exercise of the PSP1
Warrants and the issuance and sale of the PSP2 Warrants and shares of Common
Stock issuable upon exercise of the PSP2 Warrants, which opinions are attached
hereto as Exhibit 5.1 and Exhibit 5.2, respectively, and are incorporated herein
by reference.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description of Exhibit
5.1 Opinion of O'Melveny & Myers LLP relating to the PSP1
Warrants and shares of the Company's Common Stock issuable
upon exercise of the PSP1 Warrants.
5.2 Opinion of O'Melveny & Myers LLP relating to the PSP2
Warrants and shares of the Company's Common Stock issuable
upon exercise of the PSP2 Warrants.
23.1 Consent of O'Melveny & Myers LLP relating to the PSP1
Warrants and shares of the Company's Common Stock issuable
upon exercise of the PSP1 Warrants (included in its opinion
filed as Exhibit 5.1).
23.2 Consent of O'Melveny & Myers LLP relating to the PSP2
Warrants and shares of the Company's Common Stock issuable
upon exercise of the PSP2 Warrants (included in its opinion
filed as Exhibit 5.2).
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ALASKA AIR GROUP, INC. 
