Spirit Aviation Holdings, INC. 8-K Filing

Ticker: FLYYQ · Form: 8-K · Filed: Oct 14, 2025 · CIK: 1498710

Sentiment: neutral

Filing Stats: 2,637 words · 11 min read · ~9 pages · Grade level 15.6 · Accepted 2025-10-14 16:05:42

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement DIP Credit Agreement In connection with the Chapter 11 Cases, on October 10, 2025, the Bankruptcy Court entered an interim order (the " Interim DIP Order ") approving Spirit Airlines, LLC, as borrower (the " DIP Borrower "), and certain subsidiaries of the Company from time to time party thereto as guarantors, entering into that certain Superpriority Priming Debtor-in-Possession Credit Agreement (the " DIP Credit Agreement "), dated October 14, 2025, with the lenders from time to time party thereto (the " DIP Lenders ") and Wilmington Trust, National Association, as administrative agent and collateral agent. Pursuant to the DIP Credit Agreement, the DIP Lenders have agreed, upon the terms and conditions set forth therein, to make available to the Company up to $475,000,000 in aggregate principal amount of term loans (the " DIP Facility "). Under the DIP Facility, (i) $200,000,00 in new money term loans (the " Initial New Money DIP Loans ") has been funded under the Interim DIP Order and (ii) subject to the terms and conditions set forth in the Interim DIP Order and the DIP Credit Agreement, up to $275,000,000 in additional new money term loans (the " Additional New Money DIP Loans "; and together with the Initial New Money DIP Loans, the " New Money DIP Loans ") will be made available on certain subsequent dates, including up to $75,000,000 on November 7, 2025, $100,000,000 on December 13, 2025, and $100,000,000 on a subsequent date to be determined as set forth in the Interim DIP Order and the DIP Credit Agreement. DIP Lenders that provide New Money DIP Loans shall be entitled to "roll up" a portion of their outstanding PIK Toggle Senior Secured Notes due 2030 (the " Prepetition Notes ") in amounts, and on the terms and conditions, set forth in the Interim DIP Order and the DIP Credit Agreement (the " Roll-Up Loans "). New Money Loans will bear interest payable in-kind at a rate equal to, at the Debtors' op

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. 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 (the " NDA Parties "). 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 99.1. 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 existing after the date when the Cleansing Material was prepared or conveyed or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Cleansing Material are shown to be in error. Exchange Opportunity On October 14, 2025 or as soon thereafter as possible, the Company intends to launch a tender offer providing the opportunity for the holders of record as of

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1* Superpriority Priming Debtor-in-Possession Credit Agreement, dated October 14, 2025, among Spirit Airlines, Inc. Wilmington Trust, National Associate as administrative agent and collateral agent and the creditors from time to time party thereto. 10.2* Global Restructuring Term Sheet 99.1 Cleansing Material, dated as of October 14, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC.

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. Date: October 14, 2025 SPIRIT AVIATION HOLDINGS, INC. By: /s/ Thomas Canfield Name: Thomas Canfield Title: Executive Vice President and General Counsel

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