Hawaiian Holdings Inc.

03/27/2024 | Press release | Distributed by Public on 03/27/2024 14:38

Material Event - Form 8-K

Item 8.01

Other Events.

As previously disclosed, on December 2, 2023, Hawaiian Holdings, Inc., a Delaware corporation ("Hawaiian"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Alaska Air Group, Inc., a Delaware corporation ("Alaska"), and Marlin Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Alaska ("Merger Sub"), providing for the merger of Merger Sub with and into Hawaiian (the "Merger"), with Hawaiian surviving as a wholly owned subsidiary of Alaska.

The Merger is conditioned on, among other things, the expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and other required regulatory approvals.

As previously disclosed, on February 7, 2024, Hawaiian and Alaska each received a request for additional information and documentary material (the "Second Request") from the Antitrust Division of the Department of Justice (the "DOJ") in connection with the DOJ's review of the Merger. The issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both Hawaiian and Alaska have substantially complied with the Second Request, unless the waiting period is earlier terminated by the DOJ.

On March 27, 2024, Hawaiian and Alaska entered into a timing agreement with the DOJ pursuant to which they agreed, among other things, not to consummate the Merger before 90 days following the date on which both parties have certified substantial compliance with the Second Request unless they have received written notice from the DOJ prior to the end of such 90-dayperiod that the DOJ has closed its investigation of the Merger.

Hawaiian and Alaska have been working cooperatively with the DOJ and expect to continue to do so.