Item 8.01 Other Events.

As previously reported, on April 20, 2020 (the "PSP Closing Date"), Allegiant Air, LLC, our wholly-owned subsidiary ("Allegiant Air"), entered into a Payroll Support Program Agreement (the "PSP Agreement") with the U.S. Department of the Treasury (the "Treasury") with respect to the grant program (the "Payroll Support Program") under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). In connection with Allegiant Air's entry into the PSP Agreement, on the PSP Closing Date, Allegiant Travel Company ("ALGT") entered into a Warrant Agreement (the "Warrant Agreement") with the Treasury under which we (the "Company") are required to issue Warrants to the Treasury upon receipt of subsequent funding under the Payroll Support Program. The Warrant Agreement entitles Treasury to customary registration rights.

On October 9, 2018, ALGT filed a shelf registration statement on Form S-3 (File No. 333-227737) (the "Registration Statement"). The Registration Statement provides for the sale of securities, including shares of common stock and warrants of the Company, from time to time by the Company, its subsidiaries and selling security holders who may be named in a prospectus supplement. On the date hereof, the Company filed a prospectus supplement (the "Prospectus Supplement") providing for the resale of the Warrants by one or more selling security holders from time to time, as well as the resale of up to 25,889 shares of common stock issuable upon exercise of the Warrants (the "Shares").

Greenberg Traurig, LLP, Nevada counsel to the Company, has issued a legal opinion relating to the Warrants and the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The foregoing description of the Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to each of the Warrant Agreement and the Form of Warrant, each of which Exhibit is incorporated herein by reference.




Item 9.01  Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description

     4.1         Warrant Agreement, dated as of April 20, 2020, between Allegiant
               Travel Company and the United States Department of the Treasury
               (filed as Exhibit 10.3 to the registrant's Form 10-Q filed on May 22,
               2020, and incorporated herein by reference).
     4.2         Form of Warrant (included in Exhibit 4.1 as Annex B thereto).
     5.1         Opinion of Greenberg Traurig, LLP.
     23.1        Consent of Greenberg Traurig, LLP (included in Exhibit 5.1
               hereto).




                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses