Spirit Airlines Files 8-K for Material Agreement

TL;DR

Spirit Airlines just signed a big deal, filing an 8-K on it.

AI Summary

Spirit Airlines, Inc. filed an 8-K on November 4, 2024, reporting an entry into a Material Definitive Agreement on October 29, 2024. The filing also includes a Regulation FD Disclosure. The company is incorporated in Delaware and its principal executive offices are located in Dania Beach, Florida.

Why It Matters

This filing indicates a significant new agreement for Spirit Airlines, which could impact its operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial performance and stock price.

Key Numbers

• 001-35186 — SEC File Number (Identifies the specific SEC filing for Spirit Airlines.)
• 38-1747023 — IRS Employer Identification Number (Tax identification number for Spirit Airlines.)

Key Players & Entities

• Spirit Airlines, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Dania Beach, Florida (location) — Principal executive offices
• November 4, 2024 (date) — Filing date
• October 29, 2024 (date) — Date of earliest event reported

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. Forward Lookin

Filing Documents

• save-20241029.htm (8-K) — 26KB
• 0001498710-24-000214.txt ( ) — 148KB
• save-20241029.xsd (EX-101.SCH) — 2KB
• save-20241029_lab.xml (EX-101.LAB) — 22KB
• save-20241029_pre.xml (EX-101.PRE) — 12KB
• save-20241029_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Aircraft Sale As previously disclosed, on October 24, 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"), subject to execution of definitive documentation. On October 29, 2024, the Company entered into an aircraft sale and purchase agreement with GAT (the "GAT Purchase Agreement") for the sale of the Aircraft to GAT for an expected total purchase price of approximately $519 million (the "Sale"). The Aircraft are planned for delivery through February 2025. The purchase and sale of the Aircraft by GAT and Spirit, respectively, are subject to certain conditions precedent. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the GAT Purchase Agreement, a copy of which will be filed with the Company's Annual Report on Form 10-K.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. As previously disclosed, 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.

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, statements regarding the Company's intentions and expectations regarding cash levels 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, including the detailed factors discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as supplemente

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: November 4, 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