Spirit Airlines Announces Proposed Senior Secured Notes Offering by Newly Formed Brand and Loyalty Subsidiaries
August 31 2020 - 7:08AM
Spirit Airlines, Inc. (NYSE: SAVE)(“Spirit”) today announced
that Spirit IP Cayman Ltd. (the “Brand IP Issuer”) and Spirit
Loyalty Cayman Ltd. (the “Loyalty IP Issuer” and, together with the
Brand IP Issuer, the “Issuers”), each a newly formed Cayman Islands
exempted company incorporated with limited liability and an
indirect wholly-owned subsidiary of Spirit, intend to commence a
private offering to eligible purchasers of $600 million in
aggregate principal amount of senior secured notes due 2025 (the
“Notes”), subject to market and other conditions. The Notes will be
guaranteed by Spirit and certain subsidiaries of Spirit. The Notes
will be secured by, among other things, a first priority lien on
the core assets of Spirit’s loyalty programs (comprised of cash
proceeds from its Free Spirit co-branded credit card programs, its
$9 Fare Club program membership fees, and intellectual property
utilized in connection with the loyalty programs) as well as
Spirit’s brand intellectual property.
The Issuers intend to lend the net proceeds from the offering of
the Notes to Spirit, after depositing a portion of such proceeds in
a reserve account. The final terms and amounts of the Notes are
subject to market and other conditions and may be materially
different than expectations.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the 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. The Notes are being
offered only to persons reasonably believed to be “qualified
institutional buyers” in an offering exempt from registration in
reliance on Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), and outside the United States in reliance
on Regulation S under the Securities Act. The Notes proposed to be
offered will not be registered under the Securities Act or any
state securities laws and may not be offered or sold in the United
States without registration or an applicable exemption from the
registration requirements of the Securities Act or any applicable
state securities laws.
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 offering described herein, the completion, timing, and
size of the proposed offering, and the anticipated use of proceeds
from the offering. 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 and the Company’s Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 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 Relations Contact:Investor Relations
Investorrelations@spirit.com (954) 447-7920 |
Media Contact:Spirit Media
RelationsMedia_Relations@spirit.com (954) 364.0231 |
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