Spirit Airlines Prices Its Offering Of 10,594,073 Shares Of Its Common Stock At $35.05 A Share

Spirit Airlines has announced it has priced its underwritten public offering of $440,000,000 aggregate principal amount of 1.00% convertible senior notes due 2026 (the “Convertible Notes” and such offering, the “Convertible Notes Offering”). The net proceeds to Spirit from the Convertible Notes Offering, after deducting underwriting discounts and other offering expenses, are expected to be approximately $428.3 million.

Spirit has granted 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. The Convertible Notes will be convertible by holders if certain conditions are met, and during certain periods, based on an initial conversion rate of 20.3791 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to a conversion price of approximately $49.07 per share, representing a premium of approximately 40.0% over the last reported sale price of $35.05 per share of Spirit’s common stock on April 28, 2021. Spirit will settle conversions of the Convertible Notes in cash or a combination of cash and shares of common stock, at Spirit’s election.

Spirit also separately priced its registered direct offering of 10,594,073 shares of its common stock at an offering price of $35.05 per share (the “Common Stock Offering”).

Spirit expects to use approximately $368.7 million of the net proceeds from the Common Stock Offering to redeem $340.0 million aggregate principal amount 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. Spirit expects to use the net proceeds from the Convertible Notes Offering (together with existing cash on hand, if the underwriters do not exercise their option to purchase additional Convertible Notes) to repurchase approximately $146.8 million aggregate principal amount of its outstanding 4.75% Convertible Senior Notes due 2025 (the “2025 Convertible Notes”) for approximately $440.7 million, including accrued and unpaid interest on the 2025 Convertible Notes repurchased, 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 the remaining net proceeds from the Common Stock Offering and any remaining net proceeds from the Convertible Notes Offering for general corporate purposes. Each of the Common Stock Offering and the Convertible Notes Offering is expected to close on April 30, 2021, subject to customary closing conditions. The closing of neither the Common Stock Offering nor the Convertible Notes Offering is conditioned upon the closing of the other offering.