SEC Comment Letter for Allegiant Travel CO (ALGT) (CIK 0001362468) (ALGT) — Sep 24, 2008
Allegiant Travel CO (ALGT) (CIK 0001362468)
Date: Sept. 24, 2008 · CIK: 0001362468 · Accession: 0000000000-08-048177
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-153282
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE September 24, 2008 Via U.S. Mail Andrew C. Levy Chief Financial Officer and Managing Director - Planning Allegiant Travel Company 8360 South Durango Drive Las Vegas, Nevada 89113
Re: Allegiant Travel Company Form S-3 Filed August 29, 2008 File No. 333-153282
Dear Mr. Levy:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Andrew C. Levy Allegiant Travel Company September 24, 2008 Page 2
General
1. Please note that we will not be in a pos ition to declare your filing effective until you have satisfactorily replied to and we have cleared all outstanding comments on your Form 10-K for the fiscal year ended December 31, 2007. 2. Please confirm that at the time of filing a ny prospectus supplement any associated legal opinion will not contain inappropriate assumptions or limitations.
Item 16. Exhibits, page II-2 3. We note that the second and forth to last paragraphs in Exhibit 5.1 limit the extent to which persons other than the company may rely upon the opinion of Ellis Funk, P.C. Please delete these paragraphs as they include inapprop riate limitations. Shareholders are entitled to rely on the legal opinion.
* * * * *
As appropriate, please amend your filing and respond to these comments within ten business days or tell us when you will prov ide us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosu re in response to staff comments do not foreclose the Commission from ta king any action with respect to the filing; and
Andrew C. Levy Allegiant Travel Company September 24, 2008 Page 3
• the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Michelle Lacko at (202) 551-3240 or me at (202) 551-3412 with any other questions. Regards, Amanda McManus Branch Chief – Legal cc: Robert B. Goldberg, Esq. Ellis Funk, P.C. Fax: (404) 233-2800
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 September 24, 2008 Via U.S. Mail Andrew C. Levy Chief Financial Officer and Managing Director - Planning Allegiant Travel Company 8360 South Durango Drive Las Vegas, Nevada 89113 Re: Allegiant Travel Company Form S-3 Filed August 29, 2008 File No. 333-153282 Dear Mr. Levy: We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Andrew C. Levy Allegiant Travel Company September 24, 2008 Page 2 General 1. Please note that we will not be in a pos ition to declare your filing effective until you have satisfactorily replied to and we have cleared all outstanding comments on your Form 10-K for the fiscal year ended December 31, 2007. 2. Please confirm that at the time of filing a ny prospectus supplement any associated legal opinion will not contain inappropriate assumptions or limitations. Item 16. Exhibits, page II-2 3. We note that the second and forth to last paragraphs in Exhibit 5.1 limit the extent to which persons other than the company may rely upon the opinion of Ellis Funk, P.C. Please delete these paragraphs as they include inapprop riate limitations. Shareholders are entitled to rely on the legal opinion. * * * * * As appropriate, please amend your filing and respond to these comments within ten business days or tell us when you will prov ide us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filing; • staff comments or changes to disclosu re in response to staff comments do not foreclose the Commission from ta king any action with respect to the filing; and Andrew C. Levy Allegiant Travel Company September 24, 2008 Page 3 • the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Michelle Lacko at (202) 551-3240 or me at (202) 551-3412 with any other questions. Regards, Amanda McManus Branch Chief – Legal cc: Robert B. Goldberg, Esq. Ellis Funk, P.C. Fax: (404) 233-2800