Spirit Airlines, Inc. (NYSE: SAVE)(“Spirit”) today announced
it has priced its underwritten public offering of 17,500,000 shares
of its common stock at a public offering price of $10.00 per share
(the “Common Stock Offering”) and its underwritten public offering
of $175,000,000 aggregate principal amount of 4.75% convertible
senior notes due 2025 (the “Convertible Notes” and such offering,
the “Convertible Notes Offering”). The size of the Common Stock
Offering was increased from the previously announced 12,000,000
shares of common stock of Spirit, and the aggregate principal
amount of the Convertible Notes Offering was increased from the
previously announced $150,000,000. The net proceeds to Spirit from
the Common Stock Offering and the Convertible Notes Offering, after
deducting underwriting discounts and other offering expenses, are
expected to be approximately $335,575,000.
Spirit has granted the underwriters a 30-day option to purchase
up to 2,625,000 additional shares of common stock at the public
offering price less the underwriting discount in the Common Stock
Offering (reflecting an increase from the previously announced
option of up to 1,800,000 additional shares of common stock) and a
30-day option to purchase up to $26,250,000 aggregate principal
amount of additional Convertible Notes, solely to cover
over-allotments, in the Convertible Notes Offering (reflecting an
increase from the previously announced option of up to $22,500,000
aggregate principal amount of additional Convertible Notes). The
Convertible Notes will be convertible by holders if certain
conditions are met, and during certain periods, based on an initial
conversion rate of 78.4314 shares of common stock per $1,000
principal amount of the Convertible Notes, which is equivalent to a
conversion price of approximately $12.75 per share, representing a
premium of 27.5% above the offering price per share in the Common
Stock Offering. Spirit will settle conversions of the Convertible
Notes in cash, shares of common stock, or a combination thereof at
Spirit’s election.
Spirit expects to use the net proceeds from the Common Stock
Offering and the Convertible Notes Offering for general corporate
purposes. Each of the Common Stock Offering and the Convertible
Notes Offering is expected to close on May 12, 2020, subject to
customary closing conditions. 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 (or, when
available, the applicable final prospectus supplement) and the
accompanying prospectus upon request to: Citigroup Global Markets
Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, or by telephone at (800) 831-9146, or by
email at batprospectusdept@citi.com; Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York, 11717, or by telephone at (888) 603-5847, or by email at
barclaysprospectus@broadridge.com; or Morgan Stanley & Co. LLC,
180 Varick Street, 2nd Floor, New York, New York 10014, Attention:
Prospectus Department; 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 completion
and timing of the 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.
Contact Information
Investor Relations Contact: Investor Relations
Investorrelations@spirit.com (954) 447-7920
Media Contact: Spirit Media Relations media_relations@spirit.com
(954) 364-0231
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