SAVE Spirit Airlines Inc

Common Stock Offering

On May 12, 2020, Spirit Airlines, Inc. (the “Company”) completed the public offering of 20,125,000 shares of voting common stock of the Company, which includes full exercise of the underwriters’ option to purchase an additional 2,625,000 shares of common stock, at a public offering price of $10.00 per share (the “Common Stock Offering”). The Company expects to use the net proceeds from the Common Stock Offering for general corporate purposes.

The Common Stock Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (Registration No. 333-223127) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on February 21, 2018. The material terms of the Common Stock Offering are described in the prospectus supplement, dated May 7, 2020, filed by the Company with the Commission on May 11, 2020, pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the shares of common stock and supplements the prospectus, dated February 21, 2018, that constitutes a part of the Registration Statement.

In connection with the Common Stock Offering, the Company entered into the Underwriting Agreement, dated May 7, 2020, by and among the Company, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Barclays Capital Inc., as representatives of the several underwriters named therein, filed as Exhibit 1.1 to this Current Report on Form 8-K.

The opinion of Debevoise & Plimpton LLP, relating to the validity of the common stock, is filed as Exhibit 5.1 hereto.

Convertible Notes Offering

On May 12, 2020, the Company completed the public offering of $175.0 million aggregate principal amount of 4.75% convertible senior notes due 2025 (the “Convertible Notes” or “Convertible Notes Offering”). The Convertible Notes were issued under an indenture, dated as of May 12, 2020 (the “Base Indenture”), between the Company and Wilmington Trust, National Association., as trustee, as supplemented by that certain First Supplemental Indenture, dated May 12, 2020 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Base Indenture and the Supplemental Indenture are filed herewith as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K, and the terms and conditions thereof are incorporated by reference herein. The form of the Convertible Notes (the “Global Note”) issued pursuant to the Indenture is filed herewith as Exhibit 4.3, and the terms and conditions thereof are incorporated by reference herein. The Company expects to use the net proceeds from the Convertible Notes Offering for general corporate purposes.

The Convertible Notes will bear interest at the rate of 4.75% per year and will mature on May 15, 2025. Interest on the notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2020.

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 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) 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 the Company’s 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 the Company’s common stock; 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.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The initial conversion rate is 78.4314 shares of voting common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $12.75 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event in certain circumstances. In the event of a “Fundamental Change,” as defined in the Supplemental Indenture, the holders may require the Company to purchase for cash all or a portion of their notes at a purchase price equal to the principal amount of the notes, plus accrued and unpaid interest, if any. The Company may not redeem the notes at its option prior to the maturity date.

The Convertible Notes Offering was registered under the Securities Act, pursuant to the Registration Statement, filed with the Commission on February 21, 2018. The material terms of the Convertible Notes are described in the prospectus supplement, dated May 7, 2020, filed by the Company with the Commission on May 11, 2020, pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the Convertible Notes and supplements the prospectus, dated February 21, 2018, that constitutes a part of the Registration Statement.

In connection with the Convertible Notes Offering, the Company entered into the Underwriting Agreement, dated May 7, 2020, by and among the Company, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Barclays Capital Inc., as representatives of the several underwriters named therein, filed as Exhibit 1.2 to this Current Report on Form 8-K.

The opinion of Debevoise & Plimpton LLP, relating to the validity of the Convertible Notes, is filed as Exhibit 5.2 hereto.