Spirit Airlines, Inc. (NYSE: SAVE)(“Spirit”) today announced that Spirit IP Cayman Ltd. (the “Brand IP Issuer”) and Spirit Loyalty Cayman Ltd. (the “Loyalty IP Issuer” and, together with the Brand IP Issuer, the “Issuers”), each a newly formed Cayman Islands exempted company incorporated with limited liability and an indirect wholly-owned subsidiary of Spirit, intend to commence a private offering to eligible purchasers of $600 million in aggregate principal amount of senior secured notes due 2025 (the “Notes”), subject to market and other conditions. The Notes will be guaranteed by Spirit and certain subsidiaries of Spirit. The Notes will be secured by, among other things, a first priority lien on the core assets of Spirit’s loyalty programs (comprised of cash proceeds from its Free Spirit co-branded credit card programs, its $9 Fare Club program membership fees, and intellectual property utilized in connection with the loyalty programs) as well as Spirit’s brand intellectual property.
The Issuers intend to lend the net proceeds from the offering of the Notes to Spirit, after depositing a portion of such proceeds in a reserve account. The final terms and amounts of the Notes are subject to market and other conditions and may be materially different than expectations.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the 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. The Notes are being offered only to persons reasonably believed to be “qualified institutional buyers” in an offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in reliance on Regulation S under the Securities Act. The Notes proposed to be offered will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act or any applicable state securities laws.