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United States securities and exchange commission logo
March 5, 2021
Jude Bricker
Chief Executive Officer
Sun Country Airlines Holdings, Inc.
2005 Cargo Road
Minneapolis, MN 55450
Re: Sun Country
Airlines Holdings, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed February 23,
2021
File No. 333-252858
Dear Mr. Bricker:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 22, 2021 letter.
Registration Statement on Form S-1 as Amended on February 23, 2021
Prospectus Summary
COVID-19 Induced Downturn, page 3
1. We note from the
disclosure you added in response to prior comment 1 that you believe
comparison of your
performance to different airline types helps to highlight the financial
impact of the
differentiated attributes of [y]our business. To provide appropriate context
for your presentation,
further expand your disclosure to address the following:
What is meant by
differentiated attributes of your business and how those differ
from the attributes
of the other carriers being presented;
Jude Bricker
FirstName LastNameJude Bricker
Sun Country Airlines Holdings, Inc.
Comapany
March NameSun Country Airlines Holdings, Inc.
5, 2021
March2 5, 2021 Page 2
Page
FirstName LastName
How Adjusted Operating Income Margin highlights the
differentiated attributes of
your business referred to in your disclosure;
Remove the reference to Adjusted Operating Income Margin as the
best measure of
profitability to avoid giving undue prominence to this
non-GAAP measure of
profitability;
Clarify why this non-GAAP measure is useful to investors
measure in demonstrating
that your performance was more favorable compared to other
airlines during the
COVID-19 induced downturn; and
Why a comparison of Adjusted Operating Income Margin among
airlines may not be
reflective of the results of a similar comparison during normal
industry conditions
(e.g., based on factors such as fleet, network, customer base,
etc).
2. Given that you believe that your financial and operating results for
the year ended
December 31, 2019 are more useful indicators of your scheduled service
and charter
service operating performance during normal industry conditions,
explain to us why you
have not provided a comparable presentation of Adjusted Operating
Income Margin for
that time period.
Risk Factors
Our certificate of incorporation will contain a provision renouncing our
interest and expectancy
in certain corporate opportunities, page 56
3. We note your response to prior comment 5. Please revise your
disclosure to reflect
Section 12.01 of your second amended and restated certificate of
incorporation regarding
the right of each Identified Person to invest in, or provide services
to, any person that is
engaged in the same or similar business activities as the company or
its affiliates or
directly or indirectly competes with the company or any of its
affiliates.
Notes to Consolidated Financial Statements
Note 8. Goodwill and Other Intangible Assets, page F-27
4. Clarify whether the total carrying amount of goodwill relates to the
Passenger segment or
present the changes in goodwill allocated by reportable segment. Refer
to FASB ASC
350-20-50-1.
Note 18. Operating Segments, page F-42
5. We note the difference between Passenger Operating Revenues reported
in the table of
$364,677 and Passenger Revenues reported on the Consolidated
Statements of Operations
on page F-5 of $359,232. As this difference appears to relate to the
inclusion of Other
Revenues in your Passenger segment, revise your table to include a
column to account for
other business activities as described in FASB ASC 280-10-50-15 or
tell us why it is
Jude Bricker
Sun Country Airlines Holdings, Inc.
March 5, 2021
Page 3
appropriate to aggregate these business activities within the Passenger
Segment under the
guidance of FASB ASC 280-10-50-11. In addition, ensure all amounts listed
in FASB
ASC 280-10-50-22 are disclosed, as applicable. For example, disclose the
amount of total
assets for each reportable segment, or explain why such information is
not disclosed in
accordance with FASB ASC 280-10-50-26. Finally, reconcile your segment
measure of
profit or loss to consolidated income before income taxes. Refer to FASB
ASC 280-10-
50-30(b).
You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721,
or Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Advisor,
at (202) 551-3844 or, in her absence, Laura Nicholson, Special Counsel, at
(202) 551-3584 with
any other questions.
Sincerely,
FirstName LastNameJude Bricker
Division of
Corporation Finance
Comapany NameSun Country Airlines Holdings, Inc.
Office of Energy &
Transportation
March 5, 2021 Page 3
cc: Brian M. Janson, Esq.
FirstName LastName