Spirit Airlines, Inc. (NYSE: SAVE) ("Spirit") today announced that it has commenced an underwritten public offering of $440,000,000 aggregate principal amount of convertible senior notes due 2026 (the "Convertible Notes" and such offering, the "Convertible Notes Offering"). Spirit intends to grant the underwriters of the Convertible Notes Offering a 30-day option to purchase up to $60,000,000 aggregate principal amount of additional Convertible Notes, solely to cover over-allotments, in the Convertible Notes Offering.
Spirit is also separately conducting a registered direct offering of shares of its common stock (the "Common Stock Offering") to certain holders of its outstanding 4.75% Convertible Senior Notes due 2025 (the "2025 Convertible Notes").
Spirit expects to use a portion of the net proceeds from the Convertible Notes Offering to repurchase a portion of its outstanding 4.75% Convertible Senior Notes due 2025 (the "2025 Convertible Notes") for cash pursuant to privately negotiated agreements with a limited number of current holders of such 2025 Convertible Notes, which agreements are conditioned upon the consummation of the Convertible Notes Offering. Spirit expects to use any remaining net proceeds from the Convertible Notes Offering for general corporate purposes. Spirit expects to use the net proceeds from the Common Stock Offering to redeem up to 40% of the original outstanding principal amount, or up to $340 million, of its 8.00% Senior Secured Notes due 2025 at a redemption price equal to 108.0%, plus accrued and unpaid interest on the principal amount being redeemed up to, but excluding, the redemption date.
The closing of neither the Common Stock Offering nor the Convertible Notes Offering is conditioned upon the closing of the other offering.
Barclays, Morgan Stanley, Citigroup, and Deutsche Bank Securities are acting as underwriters for the Convertible Notes Offering. We have filed with the SEC a registration statement (including a prospectus) relating to the Common Stock Offering and Convertible Notes Offering and, in the case of the Convertible Notes Offering, a preliminary prospectus supplement. Before you invest, you should read the preliminary prospectus supplement (in the case of the Convertible Notes Offering) and the prospectus in that registration statement and other documents we have filed with the SEC for more complete information about us and these offerings. You may get these documents free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any underwriter or any dealer participating in the Convertible Notes Offering will arrange to send you the preliminary prospectus supplement for the Convertible Notes Offering and the accompanying prospectus upon request to: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York, 11717, or by telephone at (888) 603-5847, or by email at firstname.lastname@example.org; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department; Citigroup Global Markets Inc., Attn.: Prospectus Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (800) 831-9146 (toll-free); or Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, Attn: Prospectus Group, or by telephone: 800-503-4611, or by email: prospectus.CPDG@db.com. In addition, we will arrange to send you the prospectus relating to the Common Stock Offering upon request to Spirit Airlines, Inc., Attention: Investor Relations, 2800 Executive Way, Miramar, Florida 33025, or by telephone at (954) 447-7920.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the shares of common stock or the Convertible Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.