Wheels Up Experience Inc. Files 8-K for Material Agreement

Ticker: WSUPW · Form: 8-K · Filed: Oct 22, 2024 · CIK: 1819516

Wheels Up Experience Inc. 8-K Filing Summary
FieldDetail
CompanyWheels Up Experience Inc. (WSUPW)
Form Type8-K
Filed DateOct 22, 2024
Risk Levelmedium
Pages8
Reading Time10 min
Key Dollar Amounts$0.0001, $105 m, $332 million, $148.9 million, $20 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, 8-K

Related Tickers: UP

TL;DR

Wheels Up (UP) filed an 8-K on 10/22/24 for a material definitive agreement.

AI Summary

Wheels Up Experience Inc. announced on October 22, 2024, that it entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company's principal executive offices are located at 2135 American Way, Chamblee, Georgia.

Why It Matters

This filing indicates a significant contractual development for Wheels Up Experience Inc., which could impact its operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or obligations for a company, requiring careful review.

Key Players & Entities

  • Wheels Up Experience Inc. (company) — Registrant
  • October 22, 2024 (date) — Date of earliest event reported
  • 2135 American Way, Chamblee, Georgia 30341 (location) — Principal executive offices
  • Aspirational Consumer Lifestyle Corp. (company) — Former company name

FAQ

What is the nature of the Material Definitive Agreement filed by Wheels Up Experience Inc. on October 22, 2024?

The filing indicates the entry into a Material Definitive Agreement, but the specific details of the agreement are not provided in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported was on October 22, 2024.

What is the principal executive office address for Wheels Up Experience Inc.?

The principal executive offices are located at 2135 American Way, Chamblee, Georgia 30341.

What was Wheels Up Experience Inc. formerly known as?

The company was formerly known as Aspirational Consumer Lifestyle Corp.

What is the SIC code for Wheels Up Experience Inc.?

The Standard Industrial Classification code is 4522 for AIR TRANSPORTATION, NONSCHEDULED.

Filing Stats: 2,476 words · 10 min read · ~8 pages · Grade level 13.9 · Accepted 2024-10-22 16:42:18

Key Financial Figures

  • $0.0001 — hich registered Class A common stock, $0.0001 par value per share UP New York Stock E
  • $105 m — r the Acquired Assets is expected to be $105 million, subject to the adjustments descr
  • $332 million — .A. ("BofA") committed to provide up to $332 million under a senior secured revolving credit
  • $148.9 million — As of the Agreement Date, approximately $148.9 million aggregate principal amount of Existing
  • $20 million — cable prepayment premiums. In addition, $20 million held as a deposit for the benefit of th
  • $75 — f the Revolving Facility, approximately $75 to $115 million of net proceeds (before
  • $115 million — evolving Facility, approximately $75 to $115 million of net proceeds (before transaction rel

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Agreement to Acquire 17 Embraer Phenom 300 and Phenom 300E Aircraft and Related Assets On October 22, 2024 (the "Agreement Date"), Wheels Up Partners LLC ("WUP LLC"), an indirect subsidiary of Wheels Up Experience Inc. (the "Company"), entered into an Asset Purchase Agreement, with Grandview Aviation LLC ("Seller") and Global Medical Response, Inc., the parent entity of Seller (together with Seller, the "Seller Parties" and such agreement, the "APA"), pursuant to which the Company will acquire from Seller 17 Embraer Phenom 300 and Phenom 300E aircraft, certain related maintenance assets to support the fleet, and Seller's existing customer program (collectively, the "Acquired Assets"). Subject to the terms and conditions of the APA, the purchase price for the Acquired Assets is expected to be $105 million, subject to the adjustments described in the APA. The Company anticipates that the transactions contemplated by the APA will close as promptly as practicable in the fourth quarter of 2024, subject to customary closing conditions, including the completion of aircraft inspections. The APA contains representations, warranties and covenants by WUP LLC and the Seller Parties that are customary for transactions of this type, which were made solely for the benefit of the parties thereto. Concurrently with the closing under the APA, WUP LLC and Seller expect to enter into: (i) a transition services agreement (the "TSA"), pursuant to which Seller will provide WUP LLC certain specified flight-related services on a temporary basis; and (ii) a master aircraft operating agreement (the "Operating Agreement"), pursuant to which Seller will conduct certain on-demand flight operations using the Acquired Assets after the closing date while such aircraft are transitioned from a U.S. Federal Aviation Administration ("FAA") operating certificate held by Seller to the FAA operating certificate held by Wheels Up Private Jets LLC, an

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Presentation Materials The Company plans to hold a press conference at the 2024 National Business Aviation Association-Business Aviation Convention & Exhibition in Las Vegas, Nevada that will begin at 4:45 p.m., Eastern Time, on October 22, 2024, at which George Mattson, the Company's Chief Executive Officer, expects to provide an overview of, among other things, the transactions described in Item 1.01 of this Current Report on Form 8-K (this "Current Report") and the Company's fleet modernization strategy. A recording of the press conference will be available via a hyperlink published on the Company's investor relations website after the conclusion of the press conference. At the press conference, Mr. Mattson expects to disclose certain information in the form of a presentation (the "Presentation Materials"), a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01. Press Release On October 22, 2024, the Company issued a press release (the "Press Release") regarding the items described in Items 1.01 of this Current Report and aspects of the Company's fleet modernization strategy, a copy of which is furnished herewith as Exhibit 99.2 and incorporated by reference into this Item 7.01. The information contained in the Presentation Materials and Press Release is summary information that should be considered in the context of the Company's filings with the U.S. Securities and Exchange Commission ("SEC") and other public announcements the Company may make by press release or otherwise from time to time. The Presentation Materials and Press Release are each dated October 22, 2024 and speak as of such date. Except as required by law, the Company does not intend to update the Presentation Materials and Press Release after such date. The information in Item 7.01 of this Current Report, and Exhibits 99.1 and 99.2 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1*+^ Asset Purchase Agreement, dated as of October 22, 2024, by and among Wheels Up Partners LLC, Grandview Aviation LLC and Global Medical Response, Inc. 10.2*^ Commitment Letter, dated October 22, 2024, by and among Wheels Up P a rtners LLC and Bank of America, N.A. 99.1** Presentation Materials, dated October 22, 2024 99.2** Press Release, dated October 22, 2024 104 Cover Page Interactive Data File ( embedded within the Inline XBRL document ) * Filed herewith. ** Furnished herewith. + Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission or its staff upon request. ^ Certain portions of this exhibit (indicated by "[***]") have been omitted pursuant to Item (601)(b)(10) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted information to the U.S. Securities and Exchange Commission or its staff upon request. SIGNATURE 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. WHEELS UP EXPERIENCE INC . Date: October 22, 2024 By: /s/ George Mattson Name: George Mattson Title: Chief Executive Officer

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