Spirit Airlines Announces Offerings Of Common Stock And Convertible Senior Notes Due 2025
May 06 2020 - 4:34PM
Spirit Airlines, Inc. (NYSE: SAVE)(“Spirit”) ”) today
announced that it has commenced an underwritten public offering of
12,000,000 shares of its common stock (the “Common Stock Offering”)
and an underwritten public offering of $150,000,000 aggregate
principal amount of convertible senior notes due 2025 (the
“Convertible Notes” and such offering, the “Convertible Notes
Offering”).
Spirit intends to grant the underwriters a 30-day option to
purchase up to 1,800,000 additional shares of common stock in the
Common Stock Offering and a 30-day option to purchase up to
$22,500,000 aggregate principal amount of additional Convertible
Notes, solely to cover over-allotments, in the Convertible Notes
Offering. Spirit expects to use the net proceeds from the Common
Stock Offering and the Convertible Notes Offering for general
corporate purposes. The closing of neither the Common Stock
Offering nor the Convertible Notes Offering is conditioned upon the
closing of the other offering.
Citigroup, Morgan Stanley and Barclays are acting as joint
book-running managers and representatives of the underwriters for
the Common Stock Offering and the Convertible Notes Offering.
Deutsche Bank Securities is also acting as a joint book-running
manager for the offerings. We have filed a registration statement
(including a prospectus) and preliminary prospectus supplements
with the SEC for the offerings to which this communication relates.
Before you invest, you should read the applicable preliminary
prospectus supplement and the prospectus in that registration
statement and other documents we have filed with the SEC for more
complete information about us and these offerings. You may get
these documents free by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, we, any underwriter or any dealer
participating in the applicable offering will arrange to send you
the applicable preliminary prospectus supplement and the
accompanying prospectus upon request to: Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or
by telephone: (800) 831-9146; Morgan Stanley & Co. LLC, 180
Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus
Department; Barclays, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717 or e-mail:
Barclaysprospectus@broadridge.com or by telephone: (888) 603-5847;
or Deutsche Bank Securities Inc., 60 Wall Street, New York, NY
10005, Attn: Prospectus Group, or by telephone: 800-503-4611, or by
email: prospectus.CPDG@db.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the shares of common stock or the
Convertible Notes or any other securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to the
registration and qualification under the securities laws of such
state or jurisdiction.
Forward-Looking Statements
Statements in this release 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 related to the proposed
terms of the offerings described herein, the completion, timing,
and size of the proposed offerings, and the anticipated use of
proceeds from the offerings. 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, the
extent of the impact of the COVID-19 pandemic on Spirit’s business,
results of operations and financial condition, and the extent of
the impact of the COVID-19 pandemic on overall demand for air
travel, restrictions on Spirit’s business by accepting financing
under the CARES Act, 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
Spirit’s filings with the Securities and Exchange Commission,
including the detailed factors discussed under the heading “Risk
Factors” in Spirit’s amended Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2019, as supplemented in the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2020. Furthermore, such forward-looking statements
speak only as of the date of this release. Except as required by
law, we undertake no obligation to update any forward-looking
statements to reflect events or circumstances after the date of
such statements. Risks or uncertainties (i) that are not currently
known to us, (ii) that we currently deem to be immaterial, or (iii)
that could apply to any company, could also materially adversely
affect our business, financial condition, or future results.
About Spirit Airlines:
Spirit Airlines (NYSE: SAVE) is committed to delivering the
best value in the sky. We are the leader in providing customizable
travel options starting with an unbundled fare. This allows our
Guests to pay only for the options they choose — like bags, seat
assignments and refreshments — something we call À La Smarte. We
make it possible for our Guests to venture further and discover
more than ever before. Our Fit Fleet® is one of the youngest and
most fuel-efficient in the U.S. We serve destinations throughout
the U.S., Latin America and the Caribbean and are dedicated to
giving back and improving those communities. Come save with us at
spirit.com. At Spirit Airlines, we go. We go for you.
Investor Relations954.447.7920
Investorrelations@spirit.com |
Spirit
Media Relations954.364.0231Media_Relations@spirit.com |
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