Spirit Airlines Files 8-K on Material Agreement

TL;DR

Spirit Airlines just filed an 8-K - looks like a big deal agreement is in play.

AI Summary

Spirit Airlines, Inc. filed an 8-K on October 24, 2024, reporting on events that occurred on October 18, 2024. The filing indicates an entry into a material definitive agreement, results of operations and financial condition, and a Regulation FD disclosure. Specific details regarding the agreement or financial results were not provided in this excerpt.

Why It Matters

This filing signals a significant development for Spirit Airlines, potentially impacting its financial condition or operational agreements.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could have significant implications for the company's future operations and financial health.

Key Players & Entities

• Spirit Airlines, Inc. (company) — Registrant
• October 24, 2024 (date) — Filing Date
• October 18, 2024 (date) — Earliest Event Date
• Delaware (jurisdiction) — State of Incorporation
• 38-1747023 (identifier) — IRS Employer Identification Number
• 1731 Radiant Drive (address) — Principal Executive Offices Street
• Dania Beach (location) — Principal Executive Offices City
• FL (location) — Principal Executive Offices State
• 33004 (zip_code) — Principal Executive Offices Zip Code
• 954-447-7920 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value SAVE New York Stock Exchange
• $519 million — d total purchase price of approximately $519 million (the "Sale"). The Aircraft are planned
• $225 million — benefit its liquidity by approximately $225 million through year-end 2025. The Company es
• $80 million — e Company has identified appro ximately $80 million of annualized cost reductions that it p
• $1.0 billion — expects to end the year 2024 with over $1.0 billion of liquidity, including unrestricted ca

Filing Documents

• save-20241018.htm (8-K) — 38KB
• 0001498710-24-000212.txt ( ) — 163KB
• save-20241018.xsd (EX-101.SCH) — 2KB
• save-20241018_lab.xml (EX-101.LAB) — 22KB
• save-20241018_pre.xml (EX-101.PRE) — 12KB
• save-20241018_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Aircraft Sale On October 18, 2024, Spirit Airlines, Inc. (the "Company") entered into a binding term sheet with GA Telesis, LLC ("GAT") for the sale of 23 A320ceo/A321ceo aircraft (the "Aircraft") to GAT for an expected total purchase price of approximately $519 million (the "Sale"). The Aircraft are planned for delivery beginning in October 2024 through February 2025. The Sale is subject to, among other things, the execution of definitive documentation and other customary conditions precedent. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the term sheet, a copy of which will be filed with the Company's Annual Report on Form 10-K.

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On October 24, 2024, Spirit Airlines, Inc. (the "Company" or "Spirit") provided an update to investors announcing certain preliminary estimates for the third quarter 2024. The Company's unaudited interim consolidated financial statements for the third quarter 2024 are not yet complete and results may vary from these preliminary estimates upon completion of closing procedures.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The Company estimates the net proceeds of the Sale, combined with discharging the Aircraft-related debt from its balance sheet, will benefit its liquidity by approximately $225 million through year-end 2025. The Company estimates its third quarter 2024 adjusted operating margin will come in approximately three hundred basis points better than the mid-point of its previous guidance range, primarily due to stronger-than-expected revenue with early results from its transformation plan exceeding initial expectations. The Company's third quarter 2024 capacity was down 1.2 percent year over year, and the Company estimates its fourth quarter 2024 capacity will be down approximately 20 percent year over year. The Company plans to provide additional details regarding its third quarter 2024 performance in conjunction with reporting its third quarter results which it plans to release in mid-November. For the full year 2025, the Company estimates its capacity will be down mid-teens year over year. This decrease takes into account the sale and removal from scheduled service of the Aircraft, a year-over-year increase in the estimated number of neo aircraft removed from scheduled service due to the reduced availability of Pratt & Whitney geared turbofan engines, the retirement of the Company's remaining A319ceo aircraft and the addition of six new A321neo aircraft scheduled for delivery in 2025. As part of its continued strategy to return to profitability, the Company has identified appro ximately $80 million of annualized cost reductions that it plans to begin implementing in early 2025. These cost reductions are driven primarily by a reduction in workforce commensurate with the Company's expected flight volume. As previously disclosed, the Company remains in active and constructive discussions with holders of its senior secured notes due 2025 and convertible senior notes due 2026 with respect to their respective maturities. Co

Forward Looking Statements

Forward Looking Statements Forward-looking statements in this report and certain oral statements made from time to time by representatives of the Company contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") which are subject to the "safe harbor" created by those sections. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are "forward-looking statements" for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "project," "predict," "potential," and similar expressions intended to identify forward-looking statements. Forward-looking statements include, without limitation, guidance for 2024 and 2025 and statements regarding the Company's intentions and expectations regarding cash levels, capacity, adjusted operating margin, the availability of aircraft and other changes to the Company's fleet, additional financing and resolving outstanding indebtedness. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors include, among others, results of operations and financial condition, the competitive environment in our industry, our ability to keep costs low and the impact of worldwide economic conditions, including the impact of economic cycles or downturns on customer travel behavior and other factors, as described in the Company's filings with the Securities and Exchange Commission (the "SEC"), in

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 24, 2024 SPIRIT AIRLINES, INC. By: /s/ Thomas Canfield Name: Thomas Canfield Title: Senior Vice President and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR