Spirit Airlines Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure
$SAVE
Air Freight/Delivery Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 4, 2024 (October 29, 2024 )
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Item 1.01. Entry into a Material Definitive Agreement.
Aircraft Sale
As previously disclosed, on October 24, 2024, Spirit Airlines, Inc. (the “Company”) entered into a binding term sheet with GA Telesis, LLC (“GAT”) for the sale of 23 A320ceo/A321ceo aircraft (the “Aircraft”), subject to execution of definitive documentation. On October 29, 2024, the Company entered into an aircraft sale and purchase agreement with GAT (the “GAT Purchase Agreement”) for the sale of the Aircraft to GAT for an expected total purchase price of approximately $519 million (the “Sale”). The Aircraft are planned for delivery through February 2025. The purchase and sale of the Aircraft by GAT and Spirit, respectively, are subject to certain conditions precedent.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the GAT Purchase Agreement, a copy of which will be filed with the Company’s Annual Report on Form 10-K.
Item 7.01. Regulation FD Disclosure.
As previously disclosed, the Company estimates the net proceeds of the Sale, combined with discharging the Aircraft-related debt from its balance sheet, will benefit its liquidity by approximately $225 million through year-end 2025.
Forward Looking Statements
Forward-Looking Statements in this report and certain oral statements made from time to time by representatives of the Company 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 regarding the Company’s intentions and expectations regarding cash levels and resolving outstanding indebtedness. 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, results of operations and financial condition, 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 the Company’s filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as supplemented in the Company’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024. Furthermore, such forward-looking statements speak only as of the date of this report. 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. Additional information concerning certain factors is contained in the Company’s SEC filings, including but not limited to the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 4, 2024 | SPIRIT AIRLINES, INC. | ||||
By: /s/ Thomas Canfield | |||||
| Name: Thomas Canfield | |||||
| Title: Senior Vice President and General Counsel | |||||