Debt and Other Obligations | Debt and Other Obligations As of March 31, 2022, the Company had outstanding public and non-public debt instruments. Revolving credit facility due in 2024 On March 30, 2020, the Company entered into a revolving credit facility for $110.0 million, with an option to increase the overall commitment amount up to $350 million with the consent of any participating lenders and subject to borrowing base availability. In the second quarter of 2020, the commitment was increased to $180.0 million and during the first quarter of 2021, the commitment was further increased to $240.0 million . As of March 31, 2022 and December 31, 2021, the Company had $240.0 million undrawn and available under this facility. Any amounts drawn on this facility are included in long-term debt and finance leases, less current maturities on the Company's condensed consolidated balance sheets. During the first quarter of 2021, the maturity date of the facility was extended for two Convertible senior notes due 2025 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 ("convertible notes due 2025"). As of March 31, 2022, the if-converted value exceeds the principal amount of the convertible notes by $22.4 million, using the average stock price for the three months ended March 31, 2022. Since the notes are currently convertible in accordance with the terms of the indenture governing such notes, the Company had $28.2 million recorded within c urrent maturities of long-term debt and finance leases on its condensed consolidated balance sheets as of March 31, 2022 related to its convertible senior notes due 2025. 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. As of March 31, 2022, the notes may be converted by noteholders through June 30, 2022. No notes were converted during the three months ended March 31, 2022. 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. Based on the terms of the Merger Agreement executed on February 5, 2022 (the Merger Agreement date), upon conversion of any notes through the closing or termination of the merger, the conversion value, including the principal amount, will be paid all in shares of the Company's common stock. 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. Convertible senior notes due 2026 On April 30, 2021, the Company completed the public offering of $500.0 million aggregate principal amount of 1.00% convertible senior notes due 2026 ("convertible notes due 2026"). 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, 2021 (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; (4) if the Company calls such notes for redemption; and (5) at any time from, and including, February 17, 2026 until the close of business on the second scheduled trading day immediately before the maturity date. As of March 31, 2022, the notes did not qualify for conversion by noteholders through June 30, 2022. Based on the terms of the indenture, the Company will have the right to elect to settle conversions in cash, shares of the Company’s common stock or a combination of cash and shares of common stock. However, upon conversion of any notes, the conversion value will be paid in cash up to at least the principal amount of the notes being converted. Based on the terms of the Merger Agreement with Frontier executed on February 5, 2022 (the Merger Agreement date), upon conversion of any notes through the closing or termination of the merger, the conversion value, including the principal amount, will be paid all in cash. The conversion value will be determined over an observation period consisting of 40 trading days, will be paid in cash up to at least the principal amount of the notes being converted. The initial conversion rate is 20.3791 shares of voting common stock per $1,000 principal amount of convertible notes (equivalent to an initial conversion price of approximately $49.07 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. The notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on or after May 15, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company's common stock exceeds 130% of the conversion price for a specified period of time. However, the Company may not redeem less than all of the outstanding notes unless at least $150.0 million aggregate principal amount of notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice . As a result of the settlement terms stipulated by the Merger Agreement, as of the Merger Agreement date, the notes no longer qualify for the derivative accounting scope exception provided under ASC 815. As such, the Company was required to bifurcate the fair value of the conversion option of the convertible senior notes due 2026 as a derivative liability as of the Merger Agreement date with subsequent changes in fair value recorded in earnings. As of February 5, 2022, the Company recorded the fair value of the embedded derivative of $49.5 million as a derivative liability within deferred gains and other long-term liabilities and a debt discount within long-term debt and finance leases, less current maturities on its condensed consolidated balance sheets. The debt discount will be amortized through interest expense, using the effective interest rate method, over the remaining life of the instrument. In addition, during the three months ended March 31, 2022, the Company recorded an adjustment to the derivative liability of $0.9 million within interest expense on its condensed consolidated statement of operations. Since the notes are currently not convertible in accordance with the terms of the indenture governing such notes, the Company had $453.0 million, net of the related unamortized debt discount of $47.0 million, recorded within long-term debt and finance leases, less current maturities on the Company's condensed consolidated balance sheets as of March 31, 2022 related to its convertible senior notes due 2026. Long-term debt is comprised of the following: As of As of March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 (in millions) (weighted-average interest rates) 8.00% senior secured notes due 2025 $ 510.0 $ 510.0 8.00 % 8.00 % Fixed-rate loans due through 2039 (1) 1,190.9 1,223.5 3.52 % 3.52 % Unsecured term loans due in 2031 136.3 136.3 1.00 % 1.00 % Fixed-rate class A 2015-1 EETC due through 2028 300.6 300.6 4.10 % 4.10 % Fixed-rate class B 2015-1 EETC due through 2024 56.0 56.0 4.45 % 4.45 % Fixed-rate class C 2015-1 EETC due through 2023 75.2 75.2 4.93 % 4.93 % Fixed-rate class AA 2017-1 EETC due through 2030 193.3 200.3 3.38 % 3.38 % Fixed-rate class A 2017-1 EETC due through 2030 64.4 66.8 3.65 % 3.65 % Fixed-rate class B 2017-1 EETC due through 2026 53.4 55.8 3.80 % 3.80 % Fixed-rate class C 2017-1 EETC due through 2023 85.5 85.5 5.11 % 5.11 % Convertible notes due 2025 28.2 28.2 4.75 % 4.75 % Convertible notes due 2026 500.0 500.0 1.00 % 1.00 % Long-term debt $ 3,193.8 $ 3,238.2 Less current maturities 293.2 208.2 Less unamortized discounts, net 99.4 54.9 Total $ 2,801.2 $ 2,975.1 (1) Includes obligations related to one aircraft recorded as a failed sale leaseback. Refer to Note 9, Leases for additional information. During the three months ended March 31, 2022, the Company made scheduled principal payments of $44.3 million on its outstanding debt obligations. During the three months ended March 31, 2021, the Company made scheduled principal payments of $135.9 million on its outstanding debt obligations. At March 31, 2022, long-term debt principal payments for the next five years and thereafter are as follows: March 31, 2022 (in millions) remainder of 2022 $ 148.7 2023 336.6 2024 222.1 2025 726.6 2026 731.1 2027 and beyond 1,028.7 Total debt principal payments $ 3,193.8 Interest Expense Interest expense related to long-term debt and finance leases consists of the following: Three Months Ended March 31, 2022 2021 (in thousands) 8.00% senior secured notes (1) $ 10,461 $ 17,434 Fixed-rate term loans 10,684 10,903 Unsecured term loans 336 199 Class A 2015-1 EETC 3,048 3,275 Class B 2015-1 EETC 616 705 Class C 2015-1 EETC 917 1,056 Class AA 2017-1 EETC 1,638 1,755 Class A 2017-1 EETC 590 633 Class B 2017-1 EETC 512 557 Class C 2017-1 EETC 1,080 1,080 Convertible notes (2) 3,223 2,078 Revolving credit facilities — 1,170 Finance leases 18 24 Commitment and other fees 535 428 Amortization of deferred financing costs 4,222 3,509 Total $ 37,880 $ 44,806 (1) Includes $0.3 million and $0.4 million of accretion and $10.2 million and $17.0 million of interest expense for the three months ended March 31, 2022 and March 31, 2021, respectively. (2) Includes $2.5 million of amortization of the discount for the convertible notes due 2026, $1.6 million of interest expense for the convertible notes due 2025 and 2026 offset by $0.9 million of mark-to-market adjustments for the convertible notes due 2026 for the three months ended March 31, 2022. Includes $2.1 million of interest expense for the convertible notes due 2025 for the three months ended March 31, 2021. |