Alaska Airlines and Hawaiian Airlines Delay Merger to Comply with DoJ Investigation

Alaska Airlines and Hawaiian Airlines have agreed to a “timing agreement” with the United States Department of Justice (DOJ), committing not to finalize their merger within 90 days following their compliance with a request for additional antitrust-related information. This decision comes in the wake of Alaska Air Group’s announced intention to acquire Hawaiian Holdings for approximately USD1.9 billion in December 2023. The merger’s consummation is on hold during this period, pending DOJ’s closure of its investigation or written approval before the 90-day deadline.

The DOJ’s Antitrust Division sought further data from both carriers in February, sparking a comprehensive review process. Both airlines have expressed their cooperation with the DOJ’s inquiry and anticipate continued collaboration. This development follows Hawaiian Holdings’ shareholders’ approval of the planned merger on February 16, indicating strong internal support for the consolidation.

Despite recent federal actions against airline mergers, including the directive for JetBlue Airways to dissolve its Northeast Alliance with American Airlines and the obstruction of JetBlue’s acquisition of Spirit Airlines, Alaska Airlines remains optimistic. CEO Ben Minicucci highlighted the unique aspects of the Alaska-Hawaiian merger at a March 12 conference, suggesting that it diverges significantly from past consolidation efforts in the industry, particularly in terms of market impact.

Alaska Airlines envisions the merger as a catalyst for its strategic growth, enhancing the combined network’s value while maintaining each brand’s identity. Additionally, the agreement encompasses Alaska Airlines assuming approximately USD900 million of Hawaiian’s debt, further signifying the merger’s scale and financial implications.

The airlines have also outlined a contingency for potential deal dissolution. If the merger’s conditions remain unmet or unwaived by June 2, 2025 — with a possible extension to December 2025 — the acquisition agreement could be terminated. Under such circumstances, Alaska Airlines would be obligated to pay a USD100 million termination fee to Hawaiian Airlines, underscoring the commitment of both parties to pursue the consolidation while adhering to regulatory requirements and investigations.