Spirit Airlines Announces Closing of 1.00% Convertible Senior Notes Due 2026 and other transactions

Editor -

Spirit Airlines, Inc. (NYSE: SAVE) ("Spirit") entered into a series of liability management transactions given the favorable market dynamics.

The Company received $371.3 million from an issuance of 10,594,073 shares of its common stock to holders of its 4.75% Convertible Senior Notes due 2025 (the "2025 Convertible Notes").  Spirit used $368.7 million of the net proceeds from the Common stock offering to redeem $340.0 million aggregate principal amount of its $850.0 million 8.00% Senior Secured Notes due 2025, plus a premium of $27.2 million and $1.5 million in related accrued interest. As a result, $510.0 million in 8.00% Senior Secured Notes remain outstanding.

In addition, the Company issued $500.0 million aggregate principal amount of 1.00% Convertible Senior notes due 2026 (the "2026 Convertible Notes") with a conversion price of $49.07 per share. The $500.0 million aggregate principal amount includes $60.0 million of an over-allotment that the Company granted to, and exercised by, the underwriters of the 2026 Convertible Notes. Net proceeds from this transaction were used to retire $146.8 million aggregate principal amount of the 2025 Convertible Notes, plus a premium of $290.7 million and accrued interest of $3.2 million. As a result, $28.2 million aggregate principal amount of the 2025 Convertible Notes remain outstanding.  Additionally, the Company plans to use approximately $45.0 million of the remaining net proceeds to repay outstanding indebtedness under its Senior Secured Revolving Credit Facility due March 2024.

The net effect of the transactions mentioned above is expected to result in the following:

Debt Reduction

Est. Annualized Interest
Savings1

Run-rate Net Shares
Higher (Lower)2

Liquidity

$31.8 Million

$30.1 Million

(0.9) Million

$4.4 Million

Giving effect to these transactions, weighted average basic shares outstanding for the second quarter 2021 are estimated to be 105.3 million.

In periods that the Company is profitable and that its average share price for that period is less than $49.07, the Company estimates its weighted average diluted shares outstanding will be approximately 110.6 million going forward.

(1)

Interest savings related to repaying the Senior Secured Revolving Credit Facility due March 2024 was calculated using 1-month LIBOR as of 4/30/2021 plus 2.00%.

(2)

If the Company is profitable for any period, the dilutive impact of the 2025 Convertible Notes will be approximately 2.2 million shares. If the Company is profitable and the average stock price for the period is greater than $49.07, the calculation to compute the dilutive impact from the 2026 Convertible Notes outstanding, if any, is as follows: ((average share price – strike price) x 10.2 million) divided by average share price. The Treasury Stock method will be used to determine the dilutive impact of any outstanding Warrants.