Wheels Up Experience Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
$UP
Transportation 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): June 15, 2024
(Exact name of registrant as specified in its charter)
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Item 1.01 Entry into a Material Definitive Agreement.
On June 15, 2024, Wheels Up Partners Holdings LLC (“WUP Holdings”), a direct subsidiary of Wheels Up Experience Inc. (“Wheels Up”), and Wheels Up Partners LLC (“WUP LLC”), an indirect subsidiary of Wheels Up, entered into the Amended and Restated Commercial Cooperation Agreement, dated as of June 15, 2024 (the “Amended CCA”), with Delta Air Lines, Inc. (“Delta”). The Amended CCA, which was approved by the disinterested members of Wheels Up’s Board of Directors (the “Board”) and the Audit Committee of the Board, replaced the Commercial Cooperation Agreement, dated as of January 17, 2020 (as amended prior to June 15, 2024, the “Original CCA”), by and among WUP Holdings, WUP LLC and Delta, which was originally entered into in connection with the closing of Wheels Up’s acquisition of Wheels Up Private Jets LLC from Delta in January 2020.
The Amended CCA marks a continued commitment by Wheels Up and Delta to further their long-term commercial endeavors and provides for, among other things: (i) the terms on which certain of Wheels Up’s members can continue to purchase discounted premium commercial air travel with Delta, including by the use of eligible Wheels Up prepaid blocks; (ii) an amendment to a related agreement that governs the terms on which certain of Wheels Up’s members and customers may receive enhanced benefits under the Delta SkyMiles® and Delta Medallion® programs; and (iii) certain other in-kind benefits among the parties in furtherance of their joint sales efforts and related to the facilitation of their respective businesses. The Amended CCA replaced the run-rate benefit requirements under the Original CCA with the foregoing benefits and programs.
The Amended CCA has an initial term that ends on September 20, 2029 and will renew for two successive three-year periods after such initial term, unless any party to the agreement delivers a notice of its intention not to renew no later than one year prior to the expiration of the then current term. The Amended CCA may be terminated immediately by Delta upon, among others, a Change of Control (as defined in the Amended CCA) of Wheels Up, or the occurrence of certain other operational, regulatory or safety events or occurrences on the part of Wheels Up and its affiliates. At the time the Amended CCA was entered into, Delta: beneficially owned approximately 37.8% of Wheels Up’s outstanding Class A common stock, $0.0001 par value per share ("Common Stock"), of which any shares in excess of 29.9% of shares of Common Stock entitled to vote at any annual meeting of Wheels Up's stockholders that are held by Delta will be neutral shares with respect to voting rights; was a lender under Wheels Up’s secured credit facility; and was a party to certain other agreements concerning the governance of Wheels Up, as disclosed under the heading "Related Person Transactions with Holders of More than 5% of Our Voting Stock" in Wheels Up's definitive proxy statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on April 24, 2024.
The foregoing description of the Amended CCA does not purport to be complete and is qualified in its entirety by reference to a copy thereof, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On June 17, 2024, Wheels Up issued a press release regarding changes to its member programs and charter offerings, a copy of which is furnished as Exhibit 99.1 and incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by Wheels Up under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1*+ | ||||||||
| 99.1** | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* Filed herewith.
** Furnished herewith.
+ Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item (601)(b)(10) of Regulation S-K. In addition, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission or its staff upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WHEELS UP EXPERIENCE INC. | |||||||||||
| Date: June 17, 2024 | By: | /s/ George Mattson | |||||||||
| Name: | George Mattson | ||||||||||
| Title: | Chief Executive Officer | ||||||||||