April 16, 2013
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: J. Nolan McWilliams, Attorney-Advisor
Tonya K. Aldave
Re: Hawaiian Holdings, Inc.
Hawaiian Airlines, Inc.
Form S-3
Originally filed March 14, 2013, as amended on April 5, 2013
File No. 333-187255 & -01
Acceleration Request
Requested Date: April 18, 2013
Requested Time: 4:30 PM Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Hawaiian Holdings, Inc. and Hawaiian Airlines, Inc. (together, the Registrants) hereby request that the Securities and Exchange Commission (the Commission) take appropriate action to declare the above-referenced Registration Statement on Form S-3 (File No. 333-187255 & -01) (the Registration Statement), effective at the Requested Date and Requested Time set forth above or as soon thereafter as practicable. The Registrants hereby authorize Aaron J. Alter or Michael S. Russell, both of whom are attorneys with the Registrants outside legal counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, to orally modify or withdraw this request for acceleration.
In connection with the acceleration request, each Registrant hereby acknowledges that:
· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We request that we be notified of the effectiveness of the Registration Statement by telephone to Mr. Alter at (650) 320-4693 or, in his absence, to Mr. Russell at (650) 565-3844. Please also provide a copy of the Commissions order declaring the Registration Statement effective to Mr. Alter via facsimile at (650) 493-6811.
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Sincerely, | |
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HAWAIIAN HOLDINGS, INC. | |
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HAWAIIAN AIRLINES, INC. | |
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By: |
/s/ Scott E. Topping |
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Scott E. Topping |
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Executive Vice President, Chief Financial Officer and Treasurer |
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cc: |
Mark B. Dunkerley |
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Hoyt H. Zia, Esq. |
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Hawaiian Holdings, Inc. |
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Aaron J. Alter, Esq. |
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Michael S. Russell, Esq. |
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Wilson Sonsini Goodrich & Rosati, Professional Corporation |
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John K. Hoyns, Esq. |
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Steven I. Chung, Esq. |
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Hughes Hubbard & Reed LLP |