- Mixed firm to take care of Alaska Airways’ and Hawaiian Airways’ sturdy, high-quality manufacturers, supported by a single, compelling loyalty providing.
- Expands fifth largest U.S. airline to a fleet of 365 slender and extensive physique airplanes enabling visitors to succeed in 138 locations by means of our mixed networks and greater than 1,200 locations by means of the oneworld Alliance.
- Honolulu to change into a key hub for the mixed airline with expanded service for residents of Hawai‘i to the Continental U.S. and creating new connections to Asia and all through the Pacific for vacationers throughout the U.S.
- Dedication to Hawai‘i stays steadfast, together with sustaining sturdy Neighbor Island air service, and a extra aggressive platform to assist development, job alternatives for workers, neighborhood funding and environmental stewardship.
- Dedicated to sustaining and rising union-represented workforce in Hawai‘i.
- Mixture will lead to speedy worth creation with sizable upside. All-cash transaction of $18 per share provides enticing premium for Hawaiian Airways shareholders and is predicted to be accretive to Alaska’s earnings inside two years post-close with at the least $235 million of anticipated run-rate synergies.
- Investor convention name scheduled for as we speak at 5:00 p.m. ET / 2:00 p.m. PT / 12:00 p.m. HT.
SEATTLE and HONOLULU, December 3, 2023 — Alaska Air Group, Inc. (NYSE: ALK), and Hawaiian Holdings, Inc. (NASDAQ: HA) as we speak introduced that they’ve entered right into a definitive settlement below which Alaska Airways will purchase Hawaiian Airways for $18.00 per share in money, for a transaction worth of roughly $1.9 billion, inclusive of $0.9 billion of Hawaiian Airways internet debt. The mixed firm will unlock extra locations for customers and broaden selection of essential air service choices and entry all through the Pacific area, Continental United States and globally. The transaction is predicted to allow a stronger platform for development and competitors within the U.S., in addition to long-term job alternatives for workers, continued funding in native communities and environmental stewardship.
As airways rooted within the 49th and 50th U.S. states, that are uniquely reliant upon air journey, Alaska Airways and Hawaiian Airways share a deep dedication to caring for his or her staff, visitors and communities. This mixture will construct on the 90+ 12 months legacies and cultures of those two service-oriented airways, protect each beloved manufacturers on a single working platform, and defend and develop union-represented jobs and financial growth alternatives in Hawai‘i, with a mixed community that can present extra choices and added worldwide connectivity for vacationers by means of airline companions together with, the oneworld Alliance.
“This mixture is an thrilling subsequent step in our collective journey to offer a greater journey expertise for our visitors and broaden choices for West Coast and Hawai‘i vacationers,” mentioned Ben Minicucci, Alaska Airways CEO. “We’ve got a longstanding and deep respect for Hawaiian Airways, for his or her function as a high employer in Hawai‘i, and for a way their model and folks carry the nice and cozy tradition of aloha across the globe. Our two airways are powered by unimaginable staff, with 90+ 12 months legacies and values grounded in caring for the particular locations and folks that we serve. I’m grateful to the greater than 23,000 Alaska Airways staff who’re proud to have served Hawai‘i for over 16 years, and we’re totally dedicated to investing within the communities of Hawai‘i and sustaining sturdy Neighbor Island service that Hawaiian Airways vacationers have come to count on. We look ahead to deepening this stewardship as our airways come collectively, whereas offering unmatched worth to prospects, staff, communities and homeowners.”
“Since 1929, Hawaiian Airways has been an integral a part of life in Hawai‘i, and along with Alaska Airways we will ship extra for our visitors, staff and the communities that we serve,” mentioned Peter Ingram, Hawaiian Airways President and CEO. “In Alaska Airways, we’re becoming a member of an airline that has lengthy served Hawai‘i, and has a complementary community and a shared tradition of service. With the extra scale and sources that this transaction with Alaska Airways brings, we will speed up investments in our visitor expertise and know-how, whereas sustaining the Hawaiian Airways model. We’re additionally happy to ship important, speedy and compelling worth to our shareholders by means of this all-cash transaction. Collectively, Hawaiian Airways and Alaska Airways can deliver our genuine manufacturers of hospitality to extra of the world whereas persevering with to serve our valued native communities.”
Complementary Networks and Higher Alternative for Alaska Airways and Hawaiian Airways’ Mixed 54.7 million Annual Passengers
The mixture of complementary home, worldwide, and cargo networks is positioned to reinforce competitors and broaden selection for customers on the West Coast and all through the Hawaiian Islands by means of:
- Preserving excellent manufacturers: The mixed airline will keep each industry-leading Alaska Airways and Hawaiian Airways manufacturers whereas integrating right into a single working platform, enabling the outstanding service and hospitality of every to be loved by passengers with continued excellence in operational reliability, belief and visitor satisfaction for which each firms have been persistently acknowledged.
- An enhanced product providing for a variety of customers: The mixture preserves and expands high-quality, best-in-class product choices with worth factors to make air journey accessible to a variety of customers throughout a variety of cabin lessons, together with better selection between Alaska Airways’ high-value, low-fare choices and Hawaiian Airways’ worldwide and long-haul product on par with community carriers.
- Complementary networks broaden journey choices: Passengers touring all through the Continental U.S., U.S. West Coast and throughout the Pacific will profit from extra selection and elevated connectivity throughout each airways’ networks, with service to 138 locations together with continuous service to 29 high worldwide locations within the Americas, Asia, Australia and the South Pacific, and mixed entry to over 1,200 locations by means of the oneworld Alliance.
- Expanded service for Hawai‘i: For Hawai‘i residents, the mixture will broaden service and comfort by tripling the variety of locations all through North America that may be reached nonstop or one cease from the Islands, whereas sustaining sturdy Neighbor Island service and growing air cargo capability.
- Strategic Honolulu hub: Honolulu will change into a key Alaska Airways hub, enabling better worldwide connectivity for West Coast vacationers all through the Asia-Pacific area with one-stop service by means of Hawai‘i.
- Elevated loyalty program advantages: The transaction will join Hawaiian Airways’ loyalty members with enhanced advantages by means of an industry-leading loyalty program for the mixed airline, together with the flexibility to earn and redeem miles on 29 international companions and obtain elite advantages on the complete complement of oneworld Alliance airways, expanded international lounge entry and advantages of the mixed program’s co-brand bank card.
Delivering Substantial Advantages for Workers and Communities in Hawai‘i
As one in all Hawai‘i’s largest employers, Hawaiian Airways has an extended legacy of dedication to its staff, who formed the corporate over its 94-year historical past, and to native communities, tradition, and the pure atmosphere. As an built-in firm, Alaska Airways and Hawaiian Airways will proceed this stewardship and keep a robust presence and funding in Hawai‘i. The mixed firm will drive:
- Development in union-represented jobs: Keep and develop union-represented jobs in Hawai‘i, together with preserving pilot, flight attendant, and upkeep bases in Honolulu and airport operations and cargo all through the state.
- Sturdy operational presence: Keep a robust operations presence with native management and a regional headquarters in Hawai‘i to assist the mixed airways’ community.
- Alternatives for workers: Present extra alternatives for profession development, aggressive pay and advantages, and geographic mobility for workers.
- Growth of workforce growth initiatives: Proceed and broaden entry to workforce growth initiatives, together with Hawaiian Airways’ partnership with the Honolulu Group School Aeronautics Upkeep Know-how Program and Alaska Airways’ Ascend Pilot Academy amongst others, to assist future jobs and profession alternatives in Hawai‘i and past.
- Funding in native communities: Proceed to put money into Hawai‘i communities, combining and increasing the 2 airways’ commitments, and work with native communities and authorities to construct a vibrant future for Hawai‘i.
- Perpetuation of tradition: Dedicated to selling regenerative tourism within the Hawaiian Islands and investing in Hawaiian language and tradition, persevering with and constructing upon Hawaiian Airways’ present packages.
Turning into an Even Extra Sustainable Mixed Airline
Alaska Airways is dedicated to constructing upon each Alaska Airways’ and Hawaiian Airways’ sturdy commitments to environmental stewardship, together with Alaska Airways’ five-part path to internet zero by 2040 and sustainability objectives in areas of carbon emissions and gas effectivity, waste, and wholesome ecosystems. In 2022, Alaska Airways made its largest Boeing fleet order in its 90-year historical past, centered on the Boeing 737-MAX plane, that are 25% extra fuel-efficient on a seat-by-seat foundation than the plane they change, and continued to broaden use of route optimization software program to assist dispatchers develop routes that save gas, time, and emissions. Each airways are actively working to advance the marketplace for sustainable aviation gas (SAF) of their respective geographies. These climate-focused efforts will proceed, together with continued funding in native sourcing.
Compelling Strategic and Monetary Rationale, Producing Outsized Worth Creation
The mixture matches strategically with Alaska Airways’ sustained deal with increasing choices for West Coast vacationers and creates an necessary new platform to additional improve Alaska Airways’ above industry-average natural development. The transaction is designed to ship enticing worth creation for Alaska Airways’ shareholders whereas offering a compelling premium for Hawaiian Airways shareholders.
- All-cash transaction of $18.00 per share for a complete fairness worth of $1.0 billion supplies a compelling premium for Hawaiian Airways shareholders.
- Transaction a number of of 0.7 instances income, roughly one third the typical of latest airline transactions.
- Roughly $235 million of anticipated run-rate synergies mirror a conservative estimate of the transaction’s synergy potential; these exclude different recognized upside alternatives that might be realized.
- Anticipated to generate excessive single digit earnings accretion for Alaska Airways inside the first two years (high-teens three+ years) post-close and mid-teens ROIC by 12 months three, excluding integration prices, with returns above Alaska Airways’ value of capital.
- No anticipated materials affect on long-term steadiness sheet metrics, with return to focus on leverage ranges anticipated inside 24 months.
Circumstances to Shut
The transaction settlement has been permitted by each boards. The acquisition is conditioned on required regulatory approvals, approval by Hawaiian Holdings, Inc. shareholders (which is predicted to be sought within the first quarter of 2024), and different customary closing circumstances. It’s anticipated to shut in 12-18 months. The mixed group might be based mostly in Seattle below the management of Alaska Airways CEO Ben Minicucci. A devoted management crew might be established to deal with integration planning.
Advisors
BofA Securities and PJT Companions are serving as monetary advisors and O’Melveny & Myers LLP is serving as authorized advisor to Alaska Airways. Barclays is serving as monetary advisor and Wilson Sonsini Goodrich & Rosati, Skilled Company is serving as authorized advisor to Hawaiian Airways.
Microsite and Multimedia Belongings
Extra details about the transaction is out there at a brand new joint web site at localcareglobalreach.com and investor supplies may also be discovered at investor.alaskaair.com and information.alaskaair.com.
INVESTOR CONFERENCE CALL AND PRESS CONFERENCE
Alaska Airways and Hawaiian Airways executives will focus on the transaction on a convention name. An investor presentation concerning the transaction might be referenced on the convention name and is being posted on the joint web site referenced above.
Alaska Airways and Hawaiian Airways might be joined by native leaders at a joint press convention in Honolulu as we speak, December 3, 2023, at 3:00 p.m. Hawai‘i Normal time.
About Alaska Airways
Alaska Airways and our regional companions serve greater than 120 locations throughout the US, Belize, Canada, Costa Rica and Mexico with new service to the Bahamas and Guatemala starting in December. We try to be probably the most caring airline with award-winning customer support and an industry-leading loyalty program. As a member of the oneworld Alliance, and with our extra international companions, our visitors can journey to greater than 1,200 locations on 29 airways whereas incomes and redeeming miles on flights to areas world wide. Be taught extra about Alaska at information.alaskaair.com and comply with @alaskaairnews for information and tales. Alaska Airways and Horizon Air are subsidiaries of Alaska Air Group.
About Hawaiian Airways
Now in its ninety fifth 12 months of steady service, Hawaiian is Hawaiʻi’s greatest and longest-serving airline. Hawaiian provides roughly 150 each day flights inside the Hawaiian Islands, and nonstop flights between Hawaiʻi and 15 U.S. gateway cities – greater than some other airline – in addition to service connecting Honolulu and American Samoa, Australia, Cook dinner Islands, Japan, New Zealand, South Korea and Tahiti.
Client surveys by Condé Nast Traveler and TripAdvisor have positioned Hawaiian among the many high of all home airways serving Hawaiʻi. The service was named Hawaiʻi’s greatest employer by Forbes in 2022 and has topped Journey + Leisure’s World’s Greatest checklist because the No. 1 U.S. airline for the previous two years. Hawaiian has additionally led all U.S. carriers in on-time efficiency for 18 consecutive years (2004-2021) as reported by the U.S. Division of Transportation.
The airline is dedicated to connecting individuals with aloha. As Hawai’i’s hometown airline, Hawaiian encourages visitors to Journey Pono and expertise the islands safely and respectfully.
Hawaiian Airways, Inc. is a subsidiary of Hawaiian Holdings, Inc. (NASDAQ: HA). Extra data is out there at HawaiianAirlines.com. Comply with Hawaiian’s Twitter updates (@HawaiianAir), change into a fan on Fb (Hawaiian Airways), and comply with us on Instagram (hawaiianairlines). For profession postings and updates, comply with Hawaiian’s LinkedIn web page.
Ahead-Trying Statements
This communication incorporates forward-looking statements topic to the protected harbor safety offered by the federal securities legal guidelines, together with statements referring to the anticipated timing of the closing of the pending acquisition (the “Transaction”) of Hawaiian Holdings Inc. (“Hawaiian Holdings”) by Alaska Air Group, Inc. (“Alaska Air Group”); concerns taken into consideration by Alaska Air Group’s and Hawaiian Holdings’ Boards of Administrators in approving the Transaction; and expectations for Alaska Air Group and Hawaiian Holdings following the closing of the Transaction. There will be no assurance that the Transaction will in actual fact be consummated. Dangers and uncertainties that might trigger precise outcomes to vary materially from these indicated within the forward-looking statements embody: the likelihood that Hawaiian Holdings shareholders could not approve the adoption of the merger settlement; the chance {that a} situation to closing of the Transaction is probably not glad (or waived); the flexibility of every celebration to consummate the Transaction; that both celebration could terminate the merger settlement or that the closing of the Transaction may be delayed or not happen in any respect; doable disruption associated to the Transaction to Alaska Air Group’s or Hawaiian Holding’s present plans or operations, together with by means of the lack of prospects and staff; the diversion of administration time and a focus from ongoing enterprise operations and alternatives; the response of opponents to the Transaction; a failure to (or delay in) receiving the required regulatory clearances for the Transaction; uncertainties relating to Alaska Air Group’s skill to efficiently combine the operations of Hawaiian Holdings and Alaska Air Group and the time and price to take action; the end result of any authorized proceedings that might be instituted towards Hawaiian Holdings, Alaska Air Group or others referring to the Transaction; Alaska Air Group’s skill to understand anticipated value financial savings, synergies or development from the Transaction within the timeframe anticipated or in any respect; legislative, regulatory and financial developments affecting the enterprise of Alaska Air Group and Hawaiian Holdings; basic financial circumstances together with these related to pandemic restoration; the likelihood and severity of catastrophic occasions, together with however not restricted to, pandemics, pure disasters, acts of terrorism or outbreak of struggle or hostilities; and different dangers and uncertainties detailed in periodic reviews that Alaska Air Group and Hawaiian Holdings file with the Securities and Trade Fee (“SEC”). All forward-looking statements on this communication are based mostly on data accessible to Alaska Air Group and Hawaiian Holdings as of the date of this communication. Alaska Air Group and Hawaiian Holdings every expressly disclaim any obligation to publicly replace or revise the forward-looking statements, besides as required by regulation.
Extra Data and The place to Discover It
Hawaiian Holdings, its administrators and sure govt officers are members within the solicitation of proxies from stockholders in reference to the Transaction. Hawaiian Holdings plans to file a proxy assertion (the “Transaction Proxy Assertion”) with the SEC in reference to the solicitation of proxies to approve the Transaction.
Daniel W. Akins, Wendy A. Beck, Earl E. Fry, Lawrence S. Hershfield, C. Jayne Hrdlicka, Peter R. Ingram, Michael E. McNamara, Crystal Ok. Rose, Mark D. Schneider, Craig E. Vosburg, Duane E. Woerth and Richard N. Zwern, all of whom are members of Hawaiian Holdings’ board of administrators, and Shannon L. Okinaka, Hawaiian Holdings’ chief monetary officer, are members in Hawaiian Holdings’ solicitation. None of such members owns in extra of 1 p.c of Hawaiian Holdings’ frequent inventory. Extra data relating to such members, together with their direct or oblique pursuits, by safety holdings or in any other case, might be included within the Transaction Proxy Assertion and different related paperwork to be filed with the SEC in reference to the Transaction. Please seek advice from the knowledge referring to the foregoing (aside from for Messrs. Akins and Woerth) below the caption “Safety Possession of Sure Useful House owners and Administration” in Hawaiian Holdings’ definitive proxy assertion for its 2023 annual assembly of stockholders (the “2023 Proxy Assertion”), which was filed with the SEC on April 5, 2023 and is out there at https://www.sec.gov/ix?doc=/Archives/edgar/knowledge/1172222/000117222223000022/ha-20230405.htm#i2d8a68908cc64c37bbeca80e509abb72_31. For the reason that submitting of the 2023 Proxy Assertion, (a) every director (aside from Mr. Ingram) obtained a grant of 13,990 restricted inventory models that can vest upon the sooner of (i) the day previous to Hawaiian Holdings’ 2024 annual assembly of stockholders or (ii) a change answerable for Hawaiian Holdings; (b) Mr. Ingram obtained a grant of 163,755 restricted inventory models; and (c) Ms. Okinaka obtained a grant of 57,314 restricted inventory models. Within the Transaction, fairness awards held by Mr. Ingram and Ms. Okinaka might be handled in accordance with their respective severance and alter in management agreements. As of December 1, 2023, Mr. Ingram beneficially owns 340,964 shares and Ms. Okinaka beneficially owns 86,903 shares. The 2023 proxy assertion, below the caption “Govt Compensation—Potential Funds Upon Termination or Change in Management,” incorporates sure illustrative data on the funds that could be owed to Mr. Ingram and Ms. Okinaka in a change of management of Hawaiian Holdings. As of December 1, 2023, (a) Mr. Woerth beneficially owns 37,389 shares and (b)Mr. Akins beneficially owns no shares. Mr. Akins obtained a grant of 13,990 restricted inventory models that can vest upon the sooner of (a) the day previous to Hawaiian Holdings’ 2024 annual assembly of stockholders or (b) a change of management.
Promptly after submitting the definitive Transaction Proxy Assertion with the SEC, Hawaiian Holdings will mail the definitive Transaction Proxy Assertion and a WHITE proxy card to every stockholder entitled to vote on the particular assembly to think about the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HAWAIIAN HOLDINGS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders could receive, freed from cost, the preliminary and definitive variations of the Transaction Proxy Assertion, any amendments or dietary supplements thereto, and some other related paperwork filed by Hawaiian Holdings with the SEC in reference to the Transaction on the SEC’s web site (http://www.sec.gov). Copies of Hawaiian Holdings’ definitive Transaction Proxy Assertion, any amendments or dietary supplements thereto, and some other related paperwork filed by Hawaiian Holdings with the SEC in reference to the Transaction may even be accessible, freed from cost, at Hawaiian Holdings’ investor relations web site (https://newsroom.hawaiianairlines.com/investor-relations), or by writing to Hawaiian Holdings Inc., Consideration: Investor Relations, P.O. Field 30008, Honolulu, HI 96820.
Media Contacts
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