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

MIRAMAR, Fla., May 3, 2021 /PRNewswire/ -- Spirit Airlines, Inc. (NYSE: SAVE) ("Spirit") entered into a series of liability management transactions given the favorable market dynamics.

(PRNewsfoto/Spirit Airlines, Inc.)

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.

Forward-Looking Statements

Statements in this release contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are subject to the "safe harbor" created by those sections. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are "forward-looking statements" for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "project," "predict," "potential," and similar expressions intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements related to the proposed terms of the offerings described herein, the completion, timing, and size of the proposed offerings, and the anticipated use of proceeds from the offerings. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors include, among others, the extent of the impact of the COVID-19 pandemic on Spirit's business, results of operations and financial condition, and the extent of the impact of the COVID-19 pandemic on overall demand for air travel, restrictions on Spirit's business by accepting financing under the CARES Act, the competitive environment in our industry, our ability to keep costs low and the impact of worldwide economic conditions, including the impact of economic cycles or downturns on customer travel behavior, and other factors, as described in Spirit's filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading "Risk Factors" in Spirit's amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as supplemented in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021. Furthermore, such forward-looking statements speak only as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Risks or uncertainties (i) that are not currently known to us, (ii) that we currently deem to be immaterial, or (iii) that could apply to any company, could also materially adversely affect our business, financial condition, or future results.

About Spirit Airlines: 
Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. We are the leader in providing customizable travel options starting with an unbundled fare. This allows our Guests to pay only for the options they choose — like bags, seat assignments and refreshments — something we call Á La Smarte. We make it possible for our Guests to venture further and discover more than ever before. Our Fit Fleet® is one of the youngest and most fuel-efficient in the U.S. We serve destinations throughout the U.S., Latin America and the Caribbean, and are dedicated to giving back and improving those communities. Come save with us at spirit.com. At Spirit Airlines, we go. We go for you.  

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SOURCE Spirit Airlines, Inc.

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