false 0001172222 0001172222 2024-05-07 2024-05-07





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 7, 2024




(Exact name of registrant as specified in its charter)




Delaware   001-31443   71-0879698

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

3375 Koapaka Street, Suite G-350

Honolulu, HI 96819

(Address of principal executive offices, including zip code)

(808) 835-3700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange

on which registered

Common Stock   HA   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




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 extended the waiting period under the HSR Act until 30 days after both Hawaiian and Alaska substantially complied with the Second Request, unless the waiting period was earlier terminated by the DOJ. As previously disclosed, on March 27, 2024, Hawaiian and Alaska entered into a timing agreement with the DOJ pursuant to which Hawaiian and Alaska 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-day period that the DOJ has closed its investigation of the Merger.

On May 7, 2024, Hawaiian and Alaska certified substantial compliance with the Second Request. The certification of substantial compliance triggers the start of the 90-day period described in the prior paragraph. This period expires on August 5, 2024.

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


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Dated: May 7, 2024    

/s/ Aaron J. Alter

    Name:   Aaron J. Alter

Executive Vice President, Chief Legal Officer

and Corporate Secretary

Document and Entity Information
May 07, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001172222
Document Type 8-K
Document Period End Date May 07, 2024
Entity Registrant Name HAWAIIAN HOLDINGS INC
Entity Incorporation State Country Code DE
Entity File Number 001-31443
Entity Tax Identification Number 71-0879698
Entity Address, Address Line One 3375 Koapaka Street
Entity Address, Address Line Two Suite G-350
Entity Address, City or Town Honolulu
Entity Address, State or Province HI
Entity Address, Postal Zip Code 96819
City Area Code (808)
Local Phone Number 835-3700
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock
Trading Symbol HA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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