The information in this preliminary prospectus supplement and the accompanying
prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the notes and it is not soliciting nor a solicitation of an offer to buy the notes in any jurisdiction
where the offer or sale is not permitted.
Filed
Pursuant to Rule 424(b)(5)
Registration No. 333-223127
Subject to completion, dated May 6, 2020
PRELIMINARY PROSPECTUS SUPPLEMENT
(To
Prospectus dated February 21, 2018)
$150,000,000
Spirit Airlines, Inc.
% Convertible Senior Notes due 2025
We are offering
$150,000,000 aggregate principal amount of our % convertible senior notes due 2025 (the notes). In addition, we have granted the underwriters an option, which is exercisable within 30 days after the date of this
prospectus supplement, to purchase up to an additional $22,500,000 aggregate principal amount of notes solely to cover over-allotments.
We
will pay interest on the notes at an annual rate of %, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2020. The notes will mature on May 15, 2025, unless
earlier converted or repurchased by us.
Noteholders may convert their notes at their option only in the following circumstances:
(1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days during
the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five
consecutive trading day period, the measurement period) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per
share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in this prospectus supplement; and (4) at any
time from, and including, February 18, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common
stock or a combination of cash and shares of our common stock, at our election, based on the applicable conversion rate(s). The initial conversion rate is shares per $1,000 principal amount of
notes, which represents an initial conversion price of approximately $ per share, and is subject to adjustment as described in this prospectus supplement. If a make-whole fundamental change (as defined in this
prospectus supplement) occurs, then we will in certain circumstances increase the conversion rate for a specified period of time.
We may
not redeem the notes at our option before maturity. If a fundamental change (as defined in this prospectus supplement) occurs, then noteholders may require us to repurchase their notes at a cash repurchase price equal to the principal
amount of the notes to be repurchased, plus accrued and unpaid interest, if any.
The notes will be our senior, unsecured obligations and
will rank equal in right of payment with our existing and future senior, unsecured indebtedness, senior in right of payment to our existing and future indebtedness that is expressly subordinated to the notes and effectively subordinated to our
existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The notes will be structurally subordinated to all future indebtedness and other liabilities, including trade payables, and (to the
extent we are not a holder thereof) preferred equity, if any, of our subsidiaries, if any.
No public market currently exists for the notes,
and we do not intend to apply to list the notes on any securities exchange or for quotation on any inter-dealer quotation system. Our common stock is listed on The New York Stock Exchange (NYSE) under the symbol SAVE. On
May 5, 2020, the last reported sale price of our common stock was $12.31 per share.
Concurrently with this offering, we are conducting
a public offering (the Concurrent Common Stock Offering) of 12,000,000 shares of our common stock (or up to 13,800,000 shares of our common stock if the underwriters in the Concurrent Common Stock Offering exercise their option to
purchase additional shares of common stock). Neither this offering of the notes nor the Concurrent Common Stock Offering is conditioned upon the completion of the other, so it is possible that this offering occurs and the Concurrent Common Stock
Offering does not occur, and vice versa. We cannot assure you that the Concurrent Common Stock Offering will be completed on the terms described herein, or at all. The Concurrent Common Stock Offering is being made pursuant to a separate prospectus
supplement, and nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy common stock to be issued in the Concurrent Common Stock Offering. See Concurrent Common Stock Offering.
An investment in the notes involves risks. See Risk Factors beginning on page S-11.
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Per Note
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Total
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Price to public(i)
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$
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$
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Underwriting discount(ii)
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$
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$
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Proceeds, before expenses, to Spirit Airlines,
Inc.(i).
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$
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$
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(i)
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Plus accrued interest, if any, from, and including, , 2020.
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(ii)
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See Underwriting for a description of the compensation payable to the underwriters.
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Neither the Securities and Exchange Commission (the SEC) nor any state or foreign securities commission or regulatory
authority has approved or disapproved of the notes or the shares of our common stock, if any, issuable upon the conversion of the notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
We expect the delivery of the notes will be made to investors in book-entry form through the
facilities of The Depository Trust Company on or about , 2020.
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Citigroup
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Barclays
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Morgan Stanley
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Deutsche Bank Securities
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Prospectus Supplement dated , 2020.