SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2021
SPIRIT AIRLINES, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
|2800 Executive Way Miramar, Florida||33025|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (954) 447-7920
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
|Common Stock, $0.0001 par value||SAVE||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
As previously disclosed, as part of the extension of the payroll support program (the “PSP2”) under Division N of the Consolidated Appropriations Act, 2021 (the “Appropriations Act”), on January 15, 2021, Spirit Airlines, Inc. (the “Company”) entered into a new payroll support program agreement, with the United States Department of the Treasury (together with its permitted assignees, the “U.S. Treasury”), pursuant to which the Company received a total of $184.5 million to be used exclusively to pay for salaries, wages and benefits for the Company’s employees through March 31, 2021. On April 29, 2021, the Company received an additional $27.7 million pursuant to the PSP2.
In connection with the Company’s participation in the PSP2, on March 5, 2021 the Company issued a warrant to the U.S. Treasury to purchase 103,761 shares of the Company’s common stock, and on April 29, 2021, the Company issued a warrant to the U.S. Treasury to purchase 33,992 shares of the Company’s common stock (each a “Warrant” and, together, the “Warrants”), in private placements exempt from the registration requirements of the Securities Act of 1933, as amended. Each Warrant may be exercised at an exercise price of $24.42 at any time prior to the fifth anniversary of its issuance. The material terms of the Warrants are described in the Warrants, which are attached hereto as Exhibit 4.1 and 4.2.
Pursuant to the terms of the Warrant Agreement, dated as of January 15, 2021, between the Company and the U.S. Treasury, the Company must register the resale of the Warrants and the shares of common stock issuable upon exercise of the Warrants. The Company filed a prospectus supplement to its shelf registration statement on Form S-3 (File No. 333-252989), which became effective upon filing with the Securities and Exchange Commission on February 11, 2021, to register the resale of the Warrants and the shares of common stock issuable upon exercise of the Warrants. The Company will not receive any proceeds from the sale of the Warrants or the shares of common stock issuable upon exercise of the Warrants. The opinion of Debevoise & Plimpton LLP, relating to the validity of the Warrants and the shares of common stock issuable upon exercise of the Warrants, is filed as Exhibit 5.1 hereto.
ITEM 9.01. Financial Statements and Exhibits
|4.1||Form of Warrant to Purchase Common Stock dated March 5, 2021.|
|4.2||Form of Warrant to Purchase Common Stock dated April 29, 2021.|
|5.1||Opinion of Debevoise & Plimpton LLP.|
|23.1||Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1 hereto).|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL Document).|
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.
|SPIRIT AIRLINES, INC.|
|Date: May 18, 2021||By:|
/s/ Thomas Canfield
|Title:||Senior Vice President and General Counsel|