Correspondence 0001104659-23-002248 from Sun Country Airlines Holdings, Inc. (SNCY) (CIK 0001743907) (SNCY)
Sun Country Airlines Holdings, Inc. (SNCY) (CIK 0001743907)
Date: Jan. 9, 2023 · CIK: 0001743907 · Accession: 0001104659-23-002248
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File numbers found in text: 333-269023
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CORRESP
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Sun Country Airlines Holdings, Inc.
2005 Cargo Road.
Minneapolis, MN 55450
January 9, 2023
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Cheryl Brown
Staff Attorney
Office of Energy & Transportation
Sun Country Airlines Holdings, Inc.
Registration Statement on Form S-3
(File No. 333-269023)
Dear Ms. Brown:
Pursuant to Rule 461 of the Securities Act of 1933,
as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-3 of Sun Country Airlines
Holdings, Inc. (the “Company”) be accelerated to January 12, 2023 at 4:00 p.m. E.S.T. or as soon thereafter as may be practicable.
We understand that the Staff will consider this request
as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance
of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Brian M. Janson
of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3588.
*****
Very truly yours,
By:
/s/ Erin Rose Neale
Name:
Erin Rose Neale
Title:
Senior Vice President, General Counsel and Secretary