Spirit Airlines 8-K: Material Agreements, Bankruptcy, Officer Changes

Ticker: FLYYQ · Form: 8-K · Filed: Nov 18, 2024 · CIK: 1498710

Sentiment: mixed

Topics: bankruptcy, material-agreement, officer-change

Related Tickers: SAVE

TL;DR

Spirit Airlines 8-K drops: Bankruptcy? New deals? Exec shake-up? Big news incoming.

AI Summary

Spirit Airlines, Inc. filed an 8-K on November 18, 2024, reporting on events that occurred on November 12, 2024. The filing indicates potential material definitive agreements, bankruptcy or receivership, triggering events for financial obligations, and changes in directors or officers, alongside compensatory arrangements. It also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This filing signals significant potential corporate events for Spirit Airlines, including financial distress and changes in leadership, which could impact its operational stability and stock value.

Risk Assessment

Risk Level: high — The filing mentions bankruptcy or receivership and triggering events for financial obligations, indicating a high level of financial risk.

Key Players & Entities

FAQ

What specific material definitive agreements are being entered into by Spirit Airlines?

The filing does not specify the details of the material definitive agreements, only that it is an item of information being reported.

Is Spirit Airlines currently in bankruptcy or receivership?

The filing lists 'Bankruptcy or Receivership' as an item of information, suggesting it is a potential or ongoing event being disclosed, but does not explicitly state the company is in bankruptcy as of the filing date.

What financial obligations are being triggered or accelerated?

The filing indicates that 'Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement' are being reported, but does not detail the specific obligations.

Are there any changes in directors or officers reported?

Yes, the filing includes 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' as an item of information.

What is the purpose of the Regulation FD Disclosure?

The filing includes 'Regulation FD Disclosure' as an item, indicating that material non-public information may be disclosed to the public in accordance with Regulation FD.

Filing Stats: 4,257 words · 17 min read · ~14 pages · Grade level 14.9 · Accepted 2024-11-18 07:54:52

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Restructuring Support Agreement On November 18, 2024, Spirit Airlines, Inc. (the "Spirit", and together with its direct and indirect subsidiaries, "the Company") entered into a Restructuring Support Agreement (the "Restructuring Support Agreement" and the holders parties thereto, the "Supporting Stakeholders") with (i) holders in the aggregate of approximately 78.6% of the Company's 8.00% Senior Secured Notes due 2025 issued by Spirit IP Cayman Ltd. and Spirit Loyalty Cayman Ltd. (the "Senior Secured Notes," and the holders, the "Senior Secured Noteholders") and (ii) holders in the aggregate of approximately 84.1% of the Company's 4.75% Convertible Senior Notes due 2025 (the "2025 Convertible Notes") and 1.00% Convertible Senior Notes due 2026 issued by Spirit Airlines, Inc. (together, with the 2025 Convertible Notes, the "Convertible Notes," and the holders, the "Convertible Noteholders"). The transactions contemplated in the Restructuring Support Agreement are expected to be implemented through a pre-arranged chapter 11 process (the "Chapter 11 Cases") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). The Restructuring Support Agreement and the proposed pre-arranged plan of reorganization (the "Plan") attached thereto contemplate the equitization of $410 million of outstanding Senior Secured Notes and $385 million of outstanding Convertible Notes, as well as a backstopped $350 million new money equity raise upon emergence from the Chapter 11 Cases, as described in greater detail below. Specifically, the Restructuring Support Agreement and the Plan provide, in pertinent part, as follows: Vendors, aircraft lessors and holders of secured aircraft indebtedness will continue to be paid in the ordinary course and will not be impaired; The Supporting Stakeholders have committed to provide a $300 million new money senior secured superpriority debtor-in-possess

03 Bankruptcy or Receivership

Item 1.03 Bankruptcy or Receivership. Voluntary Petition for Reorganization On November 18, 2024, Spirit filed a petition under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the Bankruptcy Court. Concurrently, Spirit filed a pre-arranged chapter 11 plan of reorganization (the "Plan") with the Bankruptcy Court. Spirit will continue to operate its business as a "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Plan and requested first day relief anticipate that trade claimants and other unsecured creditors who continue to work with Spirit on existing terms will be paid in full and in the ordinary course of business. Vendors, aircraft lessors and holders of secured aircraft indebtedness will continue to be paid in the ordinary course and will not be impaired. Additional information about the Chapter 11 Cases may be obtained at https://dm.epiq11.com/SpiritGoForward . Debtor-in-Possession Financing Spirit has secured a commitment from certain of its prepetition debtholders (collectively, the "DIP Lenders"), to provide approximately $300 million in financing in the form of a senior secured debtor-in-possession facility (the "DIP Facility"). The DIP Facility is comprised of (i) new money term loans and (ii) new money notes (collectively, the "DIP Commitments"). Upon entry of the DIP Order by the Bankruptcy Court, the DIP Commitments shall be available to Spirit to draw upon. Spirit's uses for the payment shall include, among other items, (i) prepetition obligations, (ii) adequate protection payments, (iii) the fees, costs, and expenses of administering the Chapter 11 Cases and (iv) working capital and other general corporate needs of Spirit in the ordinary course of business. Spirit's obligations under the proposed DIP Facility will be guaranteed by each subsidiary of Spirit. In addition, upon entry

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Press Release On November 18, 2024, Spirit issued a press release announcing the filing of the Chapter 11 Cases. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Cleansing Material Prior to the filing of the Chapter 11 Cases, the Company entered into confidentiality agreements (collectively, the "NDAs") with certain Senior Secured Noteholders and Convertible Noteholders (the "NDA Parties"). The Company engaged in negotiations with the NDA Parties relating to the Restructuring Support Agreement, the Plan, the Backstop Commitment Agreement and the DIP Commitments. Pursuant to the NDAs, the Company provided the NDA Parties with confidential information and agreed to publicly disclose certain information (the "Cleansing Material") upon the occurrence of certain events set forth in the NDAs. A copy of the Cleansing Material is attached to this Current Report on Form 8-K as Exhibit 99.2. The Cleansing Material was prepared by the Company solely to facilitate a discussion with the parties to the NDAs and was not prepared with a view toward public disclosure and should not be relied upon to make an investment decision with respect to the Company. The Cleansing Material should not be regarded as an indication that the Company or any third party considers the Cleansing Material to be a reliable prediction of future events, and the Cleansing Material should not be relied upon as such. The Cleansing Material includes certain values for illustrative purposes only and such values are not the result of, and do not represent, actual valuations, estimates, forecasts or projections of the Company or any third party and should not be relied upon as such. Neither the Company nor any third party has made or makes any representation to any person regarding the accuracy of any Cleansing Material or undertakes any obligation to publicly update the Cleansing Material to reflect circumstances ex

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Restructuring Support Agreement, dated as of November 18, 2024, by and among Spirit Airlines, Inc., certain of its subsidiaries and the Consenting Stakeholders (as defined therein). 10.2 Backstop Commitment Agreement, dated as of November 18, 2024, by and among Spirit Airlines, Inc., certain of its subsidiaries and the Backstop Commitment Parties (as defined therein). 10.3 Debtor-in-Possession Term Sheet 10.4 Form of Retention Agreement, dated as of November 12, 2024, by and among Spirit Airlines, Inc. and a named executive officer of the Company. 99.1 Press Release, dated as of November 18, 2024, issued by Spirit Airlines, Inc. 99.2 Cleansing Material, dated as of November 18, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPIRIT AIRLINES, INC. Date: November 18, 2024 By: /s/ Thomas Canfield Thomas Canfield Senior Vice President - General Counsel & Secretary

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