0001567619-16-002947.txt : 20160915 0001567619-16-002947.hdr.sgml : 20160915 20160915090816 ACCESSION NUMBER: 0001567619-16-002947 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160915 DATE AS OF CHANGE: 20160915 EFFECTIVENESS DATE: 20160915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Teesnap LLC CENTRAL INDEX KEY: 0001683238 IRS NUMBER: 320420065 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-196738-08 FILM NUMBER: 161886374 BUSINESS ADDRESS: STREET 1: 1201 N. TOWN CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89144 BUSINESS PHONE: 7028517363 MAIL ADDRESS: STREET 1: 1201 N. TOWN CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89144 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sunrise Asset Management, LLC CENTRAL INDEX KEY: 0001563722 IRS NUMBER: 271594802 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-196738-03 FILM NUMBER: 161886375 BUSINESS ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-851-7300 MAIL ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: G4 Properties LLC CENTRAL INDEX KEY: 0001609616 IRS NUMBER: 300788844 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-196738-02 FILM NUMBER: 161886377 BUSINESS ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-851-7300 MAIL ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Allegiant Vacations, LLC CENTRAL INDEX KEY: 0001471361 IRS NUMBER: 202756459 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-196738-06 FILM NUMBER: 161886378 BUSINESS ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-851-7300 MAIL ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Allegiant Information Systems, Inc. CENTRAL INDEX KEY: 0001472155 IRS NUMBER: 352369641 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-196738-04 FILM NUMBER: 161886379 BUSINESS ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-851-7300 MAIL ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFH, Inc. CENTRAL INDEX KEY: 0001471362 IRS NUMBER: 205127807 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-196738-05 FILM NUMBER: 161886381 BUSINESS ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-851-7300 MAIL ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MR Brightside LLC CENTRAL INDEX KEY: 0001609618 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-196738-01 FILM NUMBER: 161886376 BUSINESS ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-851-7300 MAIL ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Allegiant Travel CO CENTRAL INDEX KEY: 0001362468 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 204745737 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-196738 FILM NUMBER: 161886373 BUSINESS ADDRESS: STREET 1: 1201 N. TOWN CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89144 BUSINESS PHONE: 702-851-7300 MAIL ADDRESS: STREET 1: 1201 N. TOWN CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89144 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Allegiant Air, LLC CENTRAL INDEX KEY: 0001471360 IRS NUMBER: 200808621 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-196738-07 FILM NUMBER: 161886380 BUSINESS ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-851-7300 MAIL ADDRESS: STREET 1: 8360 SOUTH DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 POSASR 1 s001422x1_posasr.htm POSASR
As filed with the Securities and Exchange Commission on September 15, 2016
Registration Statement No. 333-196738
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 3
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Allegiant Travel Company
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)
20-4745737
(I.R.S. Employer Identification No.)
 
1201 North Town Center Drive
Las Vegas, Nevada 89144
(702) 851-7300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
See Table of Additional Registrants Below
Scott Sheldon
Chief Financial Officer
1201 North Town Center Drive
Las Vegas, Nevada 89144
 (702) 851-7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Robert B. Goldberg, Esq.
Ellis Funk, P.C.
3490 Piedmont Road, NE, Suite 400
Atlanta, Georgia 30305
(404) 233-2800
Approximate date of commencement of proposed sale to the public:  From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer: ☒
Accelerated filer: ☐
   
Non-accelerated filer: ☐
Smaller reporting company: ☐
   
(Do not check if a smaller reporting company)
  

CALCULATION OF REGISTRATION FEE
 
Title of each class of
securities to be registered
Amount to be registered/
Proposed Maximum Aggregate
Offering Price/
Amount of Registration Fee (1)
Debt Securities
  
Guarantees of debt securities (2)
  

(1) There are being registered under this registration statement such indeterminate principal amount of debt securities, which may be senior or subordinated, of the registrant, all at indeterminate prices.  The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), to defer payment of the registration fee.
(2) The guarantees registered hereby are full and unconditional, joint and several guarantees by the additional registrants with respect to debt securities of Allegiant Travel Company registered hereby.  See the Table of Additional Registrants, below.  No separate consideration will be received for the guarantees of debt securities.  No additional registration fee for the guarantees will be due pursuant to Rule 457(n).

TABLE OF ADDITIONAL REGISTRANTS*

Exact name of registrant
as specified in its charter
  
State or other jurisdiction of
incorporation or organization
  
I.R.S. Employer
Identification No.
Allegiant Air, LLC
  
Nevada
  
20-0808621
Allegiant Vacations, LLC
  
Nevada
  
20-2756459
AFH, Inc.
  
Nevada
  
20-5127807
Allegiant Information Systems, Inc.
  
Nevada
  
35-2369641
Sunrise Asset Management, LLC
  
Nevada
  
27-1594802
G4 Properties LLC
  
Nevada
  
30-0788844
MR Brightside LLC
  
Nevada
  
30-0830858
Teesnap LLC
  
Nevada
  
32-0420065
 
* The address, including zip code, and telephone number, including area code, of the principal executive offices of each of the registrants and the names, and telephone number of the agent for service for each additional registrant listed in this table are the same as those of Allegiant Travel Company.
 
Explanatory Note

This Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (Registration Statement No. 333-196738) (the “Registration Statement”)  is filed solely to (i) add Teesnap LLC, a Nevada limited liability company and one of the Company’s wholly owned subsidiaries (the “New Subsidiary Guarantor”), as a co-registrant to the Registration Statement to allow the New Subsidiary Guarantor to guarantee debt securities covered by the Registration Statement, (ii) update the information in Part II with respect to the addition of the New Subsidiary Guarantor, and (iii) file additional exhibits to the Registration Statement.  No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement.  Accordingly, the base prospectus is being omitted from this filing.

The Company intends to withdraw Post-Effective Amendment No. 1 to the Registration Statement, filed on September 13, 2016, which sought to add the New Subsidiary Guarantor as co-registrant to the Registration Statement but did not include any of the Additional Registrants to the filing. Post-Effective Amendment No. 2 was filed with the Commission by the Company and the Additional Registrants on September 14, 2016, but was unintentionally filed as a new automatic shelf registration statement (Registration Statement No. 333-213619). The Company and Additional Registrants have filed a request with the Commission to withdraw that Post-Effective Amendment No. 2. This post-effective amendment shall become effective immediately upon filing with the Securities and Exchange Commission.


PART II
INFORMATION NOT REQURED IN PROSPECTUS

Item 16.   Exhibits

Exhibit
Number
  
Description of Exhibit
5.1
  
Opinion of Ellis Funk, P.C. as to the validity of the securities being registered*
     
23.1
  
Consent of Ernst & Young LLP*
     
23.2
  
Consent of Ellis Funk, P.C. (included in the opinion filed as Exhibit 5.1)*
     
24.1
  
Power of Attorney for Teesnap, LLC (included on signature page)*
 
*
Filed herewith

Item 17.    Undertakings.

The undersigned registrant hereby undertakes:

(a)           (1)         to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)          to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)          to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; provided, however, that notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)          to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15 (d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

(b)          That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)          To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-1

(d) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A)          Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)          Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement or in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(e)          That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)          Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)          Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)          The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)          Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(f)          That, for the purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(a) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(g)          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue;

II-2

(h)          The undersigned registrant hereby undertakes that:

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S‑3 and have duly caused this post-effective amendment to Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the city of Las Vegas, State of Nevada, on September 15, 2016.

 
ALLEGIANT TRAVEL COMPANY
   
 
By:
/s/ Maurice J. Gallagher, Jr.
   
Maurice J. Gallagher, Jr.
   
Chief Executive Officer, Chairman of the Board and President


Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to Registration Statement has been signed by the following persons in the capacities indicated on September 15, 2016.


Signature
  
Title
     
/s/ Maurice J. Gallagher, Jr.
  
Chief Executive Officer, Chairman of the Board and President, principal executive officer
Maurice J. Gallagher, Jr.
  
     
 
  
Director
Montie Brewer
  
     
/s/ *
  
Director
Gary Ellmer
  
     
/s/ *
  
Director
Linda Marvin
  
     
/s/ *
  
Director
Charles W. Pollard
  
     
 
  
Director
John Redmond
  
     
/s/ Scott Sheldon
  
Chief Financial Officer (principal financial officer)
Scott Sheldon
  
     
/s/ Gregory Anderson
  
Principal Accounting Officer (principal accounting officer)
Gregory Anderson
  


*By:
/s/ Scott Sheldon
    
Scott Sheldon, Attorney-in-fact
    


II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S‑3 and have duly caused this post-effective amendment to Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the city of Las Vegas, State of Nevada, on September 15, 2016.

 
ALLEGIANT AIR, LLC
   
 
By:
/s/ Maurice J. Gallagher, Jr.
   
Maurice J. Gallagher, Jr.
   
Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to Registration Statement has been signed by the following persons in the capacities indicated on September 15, 2016.


Signature
  
Title
     
/s/ Maurice J. Gallagher, Jr.
  
Chief Executive Officer (principal executive officer)
Maurice J. Gallagher, Jr.
  
     
/s/ Jude Bricker
  
President and Managing Board Member
Jude Bricker
  
     
/s/ Scott Sheldon
  
Chief Financial Officer (principal financial officer) and Managing Board Member
Scott Sheldon
  
     
/s/ Gregory Anderson
  
Vice President, Principal Accounting Officer (principal accounting officer)
Gregory Anderson
  



II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S‑3 and have duly caused this post-effective amendment to Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the city of Las Vegas, State of Nevada, on September 15, 2016.

 
ALLEGIANT VACATIONS, LLC
   
 
By:
/s/ Jude Bricker
   
Jude Bricker
   
President


Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to Registration Statement has been signed by the following persons in the capacities indicated on September 15, 2016.


Signature
  
Title
     
/s/ Jude Bricker
  
President (principal executive officer) and Managing Board Member
Jude Bricker
  
     
/s/ Scott Sheldon
  
Chief Financial Officer (principal financial and accounting officer) and Managing Board Member
Scott Sheldon
  
     
/s/ Gregory Anderson
  
Vice President and Secretary (principal accounting officer)
Gregory Anderson
  


II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S‑3 and have duly caused this post-effective amendment to Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the city of Las Vegas, State of Nevada, on September 15, 2016.

 
AFH, INC.
   
 
By:
/s/ Scott Sheldon
   
Scott Sheldon
   
President


Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to Registration Statement has been signed by the following persons in the capacities indicated on September 15, 2016.


Signature
  
Title
     
/s/ Maurice J. Gallagher, Jr.
  
Director
Maurice J. Gallagher, Jr.
  
     
/s/ Scott Sheldon
  
President (principal executive and financial officer)
Scott Sheldon
  
     
/s/ Gregory Anderson
  
Secretary and Treasurer (principal accounting officer)
Gregory Anderson
  


II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S‑3 and have duly caused this post-effective amendment to Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the city of Las Vegas, State of Nevada, on September 15, 2016.

 
ALLEGIANT INFORMATION SYSTEMS, INC.
   
 
By:
/s/ Maurice J. Gallagher, Jr.
   
Maurice J. Gallagher, Jr.
   
President

Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to Registration Statement has been signed by the following persons in the capacities indicated on September 15, 2016.


Signature
  
Title
     
/s/ Maurice J. Gallagher, Jr.
  
President (principal executive officer) and Director
Maurice J. Gallagher, Jr.
  
     
/s/ Scott Sheldon
  
Secretary and Treasurer (principal financial and accounting officer) and Director
Scott Sheldon
  


II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S‑3 and have duly caused this post-effective amendment to Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the city of Las Vegas, State of Nevada, on September 15, 2016.

 
SUNRISE ASSET MANAGEMENT, LLC
   
 
By:
/s/ Jude Bricker
   
Jude Bricker
   
President


Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to Registration Statement has been signed by the following persons in the capacities indicated on September 15, 2016.


Signature
  
Title
     
/s/ Jude Bricker
  
President (principal executive officer) and Managing Board Member
Jude Bricker
  
     
/s/ Scott Sheldon
  
Chief Financial Officer (principal financial and accounting officer) and Managing Board Member
Scott Sheldon
  
     
/s/ Gregory Anderson
  
Vice President and Secretary (principal accounting officer)
Gregory Anderson
  


II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S‑3 and have duly caused this post-effective amendment to Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the city of Las Vegas, State of Nevada, on September 15, 2016.

 
G4 PROPERTIES LLC
   
 
By:
Allegiant Travel Company, Managing Member
     
     
 
By:
/s/ Maurice J. Gallagher, Jr.
   
Maurice J. Gallagher, Jr.
   
Chief Executive Officer, Allegiant Travel Company


Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to Registration Statement has been signed by the following persons in the capacities indicated on September 15, 2016.


Signature
  
Title
     
/s/ Maurice J. Gallagher, Jr.
  
Chief Executive Officer, Allegiant Travel Company, Managing Member of G4 Properties LLC
Maurice J. Gallagher, Jr.
  


II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S‑3 and have duly caused this post-effective amendment to Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the city of Las Vegas, State of Nevada, on September 15, 2016.

 
MR BRIGHTSIDE LLC
   
 
By:
/s/ Jude Bricker
   
Jude Bricker
   
President


Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to Registration Statement has been signed by the following persons in the capacities indicated on September 15, 2016.


Signature
  
Title
     
/s/ Jude Bricker
  
President (principal executive officer) and Managing Board Member
Jude Bricker
  
     
/s/ Tom Doxey
  
Managing Board Member
Tom Doxey
  
     
/s/ Scott Sheldon
  
Chief Financial Officer (principal financial officer)
Scott Sheldon
  
     
/s/ Gregory Anderson
  
Vice President (principal accounting officer)
Gregory Anderson
  


II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S‑3 and have duly caused this post-effective amendment to Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the city of Las Vegas, State of Nevada, on September 15, 2016.

 
TEESNAP LLC
   
 
By:
/s/ Scott Sheldon
   
Scott Sheldon
   
President and Chief Financial Officer


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jude Bricker and Scott Sheldon and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him, in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and  post-effective amendments) to this Registration Statement, and to sign any registration statement and amendments thereto for the same offering pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes,  may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to Registration Statement has been signed by the following persons in the capacities indicated on September 15, 2016.


Signature
  
Title
     
/s/ Maurice J. Gallagher, Jr.
  
Managing Board Member
Maurice J. Gallagher, Jr.
  
     
/s/ Scott Sheldon
  
President and Chief Financial Officer (principal executive officer and principal financial officer) and Managing Board Member
Scott Sheldon
  
     
/s/ Gregory Anderson
  
Vice President and Secretary (principal accounting officer)
Gregory Anderson
  

 
II-12
EX-5.1 2 s001422x1_ex5-1.htm EXHIBIT 5.1
Exhibit 5.1
 
  ELLIS FUNK, P.C.  
     
Robert N. Berg
Attorneys At Law
Of Counsel:
Robert N. Dokson
One Securities Centre
Donald J. Ellis (GA & VA)
Robert B. Goldberg (GA & SC)
Suite 400
Jane R. Leitz
Amy L. Kaye
3490 Piedmont Road, N.E.
Kelly E. Malone
Albert L. Labovitz (GA & AL)
Atlanta, Georgia 30305
Stuart M. Neiman
M. Barry Leitz
404-233-2800
  
Alyson F. Lembeck (GA & FL)
Facsimile 404-574-6276
Special Counsel:
Kenneth G. Menendez
www.ellisfunk.com
Paul R. DiBella
     
David I. Funk (1947 – 2011) 
  
E-mail: rgoldberg@ellisfunk.com

September 15, 2016
Allegiant Travel Company
Allegiant Air, LLC
Allegiant Vacations, LLC
AFH, Inc.
Allegiant Information Systems, Inc.
Sunrise Asset Management, LLC
G4 Properties LLC
MR Brightside LLC
Teesnap, LLC
1201 N. Town Center Drive
Las Vegas, Nevada 89144

RE: Allegiant Travel Company – Post-Effective Amendment No. 3 to Registration Statement on Form S-3

Ladies and Gentlemen:

As legal counsel to Allegiant Travel Company, a Nevada corporation (the “Company”), and Allegiant Air, LLC, a Nevada limited liability company, Allegiant Vacations, LLC, a Nevada limited liability company, AFH, Inc., a Nevada corporation, Allegiant Information Systems, Inc., a Nevada corporation, Sunrise Asset Management, LLC, a Nevada limited liability company, G4 Properties LLC, a Nevada limited liability company, MR Brightside LLC, a Nevada limited liability company and Teesnap, LLC, a Nevada limited liability company (collectively, the “Additional Registrants”), we have assisted in the preparation of the Company’s Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (the “Registration Statement”), being filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to one or more series of debt securities of the Company (collectively, the “Debt Securities”) and guarantees (the “Guarantees”) from the Additional Registrants (the “Guarantors”). The Debt Securities and Guarantees are hereinafter referred to collectively as the “Securities.”

The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the prospectus, and pursuant to Rule 415 under the Act.
 
The Securities will be issued pursuant to the base indenture previously filed with the Commission and any supplemental indenture to be entered into between the Company and the Trustee to be named therein (collectively, the “Indenture”).

The facts, as we understand them, are set forth in the Registration Statement.

Allegiant Travel Company
September 15, 2016
Page 2 of 3
 
With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following:

A. The Articles of Incorporation of the Company and the corporate Guarantors, as amended to date;
 
B. The Bylaws of the Company and the corporate Guarantors, as amended to date;
 
C. The Articles of Organization and Operating Agreements of the non-corporate Guarantors, as amended to date;
 
D. The Registration Statement;
 
E. The form of Indenture; and
 
F. The resolutions of the Board of Directors of the Company and the respective governing body of each of the Guarantors relating to the approval of the filing of the Registration Statement and transactions in connection therewith.
      
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of originals or such latter documents. We have also assumed that at the time of execution, authentication, issuance, and delivery of the Securities, the Indenture will be the valid and legally binding obligation of the Trustee.

As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company, without independently verifying the accuracy of such documents, records, and instruments.

The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.

Based on and subject to the foregoing and assuming that (i) the Registration Statement and any amendments thereto (including any post-effective amendments) will have become effective and comply with all applicable laws and no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, in each case, at the time the Securities are offered or issued as contemplated by the Registration Statement, (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will at all relevant times comply with all applicable laws, (iii) the Company has timely filed all necessary reports pursuant to the Securities Exchange Act of 1934, as amended, which are incorporated into the Registration Statement by reference, (iv) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement, (v) a definitive purchase, underwriting or similar agreement and any other necessary agreement, instrument or document with respect to any Securities will have been duly authorized and validly executed and delivered by the Company and the other party or parties thereto, (vi) any Securities issuable upon conversion, exercise or exchange of any Securities being offered or issued will be duly authorized and, if appropriate, reserved for issuance upon such conversion, exercise or exchange, (vii) the terms of such Securities will have been duly established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company, and (viii) if issued in certificated form, certificates representing the Securities will be duly executed and delivered and, to the extent required by any applicable agreement, duly authenticated and countersigned, and if issued in book-entry form, the Securities will be duly registered to the extent required by any applicable agreement. We advise you that in our opinion:

1.          Debt Securities.     Assuming that the issuance and terms of any Debt Securities and the terms of any offering thereof by the Company have been duly authorized, when (i) the Indenture and the supplemental indenture relating to the Debt Securities have been duly and validly authorized, executed and delivered by all parties thereto substantially in the form filed as an exhibit to the Registration Statement or incorporated by reference therein, (ii) the terms of the Debt Securities to be issued under the applicable indenture and of their issuance and sale have been duly established in conformity with such indenture and (iii) the Debt Securities have been duly executed and authenticated in accordance with the applicable indenture and issued and sold in accordance with any underwriting agreement or purchase agreement or as otherwise contemplated in the Registration Statement and any prospectus supplement relating thereto, such Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

2.          Guarantees.     Assuming the issuance and terms of any Guarantees and the terms of any offering thereof by the Company have been duly authorized, when (i) the Indenture and the supplemental indenture relating to the Debt Securities and the Guarantees has been duly and validly authorized by the applicable Guarantor, executed and delivered by all parties thereto substantially in the form filed as an exhibit to the Registration Statement or incorporated by reference therein, (ii) the terms of the Guarantees to be issued under the Indenture and the applicable supplemental indenture and their issuance have been duly established in conformity with the related indentures and (iii) the Guarantees have been duly executed in accordance with the indenture and issued and sold in accordance with any underwriting agreement or purchase agreement or as otherwise contemplated in the Registration Statement and the prospectus supplement relating thereto, such Guarantees will constitute valid and binding obligations of the Guarantors, enforceable against them in accordance with their terms.

Allegiant Travel Company
September 15, 2016
Page 3 of 3
 
The opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally; (ii) the effects of general equitable principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, whether enforcement is considered in a proceeding in equity or law; (iii) the discretion of the court before which any proceeding for enforcement may be brought; and (iv) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to the public policy.

Although we have acted as counsel to the Company in connection with certain other matters, our engagement is limited to certain matters about which we have been consulted. Consequently, there may exist matters of a legal nature involving the Company in connection with which we have not been consulted and have not represented the Company. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Our opinion is based on the laws of the State of Nevada and, to the extent the Securities consist of indentures, debt securities, guarantees or other instruments or agreements governed by New York law, the laws of the State of New York.

We hereby expressly consent to (i) any reference to our firm in the Registration Statement, in any registration statement filed pursuant to Rule 462(b) under the Act for this same offering, and in any prospectus supplement filed pursuant to Rule 424 under the Act for this same offering; (ii) the inclusion of this opinion as an exhibit to the Registration Statement and the incorporation by reference into any such additional registration statement; and (iii) the filing of this opinion with any other appropriate governmental agency.

 
Very truly yours,
 
 
 
/s/ Ellis Funk, P.C.
 
 EX-23.1 3 s001422x1_ex23-1.htm EXHIBIT 23.1
Exhibit 23.1
 
Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Base Prospectus and the incorporation by reference in Amendment No. 3 to the Registration Statement (Form S-3ASR No. 333-196738) and related Prospectus of Allegiant Travel Company of our reports dated February 22, 2016, with respect to the consolidated financial statements of Allegiant Travel Company, and the effectiveness of internal control over financial reporting of Allegiant Travel Company, included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.
 
/s/ Ernst & Young LLP
 
Las Vegas, Nevada
September 13, 2016