8-K15D5
filed March 13, 2025, 7:59 PM ET
ticker FLYYQ
CIK 0001498710
other material
confidence high
sentiment neutral
materiality 0.95
Spirit Aviation Holdings, Inc. (FLYYQ): going-concern / distress — Spirit emerges from Chapter 11 with $300M facility, $840M notes, new equity and board
Spirit Aviation Holdings, Inc.
- Emerged on March 12, 2025; old common stock cancelled; new parent Spirit Aviation Holdings formed.
- $300M exit revolving credit facility (undrawn, $275M available) matures 2028; rates SOFR+3.25% or base+2.25%.
- $840M PIK toggle senior secured notes due 2030 at 12% (8% cash, 4% PIK) or 11% all cash.
- 24.3M warrants issued at $0.0001 per share; rights offering raised $296M; backstop equity raised $53.9M.
- Board reconstituted: Edward Christie remains CEO; seven prior directors removed.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Spirit Aviation Holdings, Inc. incurred senior notes of $840.0 million in aggregate principal amount at at 12.00% per annum, of which 8.00% per annum shall be payable in cash and 4.00% maturing March 12, 2030.
- Instrument
- senior notes
- Principal
- $840.0 million in aggregate principal amount
- Rate
- at 12.00% per annum, of which 8.00% per annum shall be payable in cash and 4.00%
- Maturity
- March 12, 2030
- Event
- incurrence
Exact text from the filing
On the Effective Date, certain subsidiaries of Former Spirit (the “Co-Issuers”) issued $840.0 million in aggregate principal amount of PIK toggle senior secured notes due 2030 (the “2030 Notes”)
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Spirit Aviation Holdings, Inc. incurred revolving credit of up to $300.0 million with Citibank, N.A. at Adjusted Term SOFR plus 3.25% per annum or Alternate Base Rate plus 2.25% per an maturing March 12, 2028.
- Instrument
- revolving credit
- Principal
- up to $300.0 million
- Counterparty
- Citibank, N.A.
- Rate
- Adjusted Term SOFR plus 3.25% per annum or Alternate Base Rate plus 2.25% per an
- Maturity
- March 12, 2028
- Event
- incurrence
Exact text from the filing
pursuant to which the Exit Revolving Credit Lenders agreed to provide Spirit a senior secured revolving credit facility of up to $300.0 million
View on SEC.gov
Distress & Bankruptcy
SEC 8-K Item 1.03
confidence 0.9
Spirit Aviation Holdings, Inc. entered chapter 11 in United States Bankruptcy Court for the Southern District of New York (petition 2024-11-18).
- Proceeding
- chapter 11
- Court
- United States Bankruptcy Court for the Southern District of New York
- Petition
- 2024-11-18
Exact text from the filing
filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
H. McIntyre Garden departed as Director at Spirit Aviation Holdings, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
on the Effective Date, Mark B. Dunkerley, H. McIntyre Garden, Robert D. Johnson, Barclay G. Jones III, Christine P. Richards, Myrna M. Soto and Richard Wallman ceased to be members of Former Spirit’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy Bernlohr was appointed as Director at Spirit Aviation Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the Effective Date, the members of the Company’s board of directors (the “Board”) were appointed in accordance with the Plan and the Confirmation Order.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Wallman departed as Director at Spirit Aviation Holdings, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
on the Effective Date, Mark B. Dunkerley, H. McIntyre Garden, Robert D. Johnson, Barclay G. Jones III, Christine P. Richards, Myrna M. Soto and Richard Wallman ceased to be members of Former Spirit’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert D. Johnson departed as Director at Spirit Aviation Holdings, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
on the Effective Date, Mark B. Dunkerley, H. McIntyre Garden, Robert D. Johnson, Barclay G. Jones III, Christine P. Richards, Myrna M. Soto and Richard Wallman ceased to be members of Former Spirit’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Edward M. Christie, III was appointed as Director at Spirit Aviation Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the Effective Date, the members of the Company’s board of directors (the “Board”) were appointed in accordance with the Plan and the Confirmation Order.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David N. Siegel was appointed as Director at Spirit Aviation Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the Effective Date, the members of the Company’s board of directors (the “Board”) were appointed in accordance with the Plan and the Confirmation Order.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christine P. Richards departed as Director at Spirit Aviation Holdings, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
on the Effective Date, Mark B. Dunkerley, H. McIntyre Garden, Robert D. Johnson, Barclay G. Jones III, Christine P. Richards, Myrna M. Soto and Richard Wallman ceased to be members of Former Spirit’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Myrna M. Soto departed as Director at Spirit Aviation Holdings, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
on the Effective Date, Mark B. Dunkerley, H. McIntyre Garden, Robert D. Johnson, Barclay G. Jones III, Christine P. Richards, Myrna M. Soto and Richard Wallman ceased to be members of Former Spirit’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert A. Milton was appointed as Director at Spirit Aviation Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the Effective Date, the members of the Company’s board of directors (the “Board”) were appointed in accordance with the Plan and the Confirmation Order.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Barclay G. Jones III departed as Director at Spirit Aviation Holdings, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
on the Effective Date, Mark B. Dunkerley, H. McIntyre Garden, Robert D. Johnson, Barclay G. Jones III, Christine P. Richards, Myrna M. Soto and Richard Wallman ceased to be members of Former Spirit’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark B. Dunkerley departed as Director at Spirit Aviation Holdings, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
on the Effective Date, Mark B. Dunkerley, H. McIntyre Garden, Robert D. Johnson, Barclay G. Jones III, Christine P. Richards, Myrna M. Soto and Richard Wallman ceased to be members of Former Spirit’s board of directors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Spirit Aviation Holdings, Inc.: Amended and restated certificate of incorporation effective on the Effective Date as part of a plan.
- Change
- charter amendment
Exact text from the filing
the Company amended and restated its certificate of incorporation (the “Charter”) and bylaws (the “Bylaws”), each of which became effective on the Effective Date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Spirit Aviation Holdings, Inc.: Amended and restated bylaws effective on the Effective Date as part of a plan.
- Change
- bylaw amendment
Exact text from the filing
the Company amended and restated its certificate of incorporation (the “Charter”) and bylaws (the “Bylaws”), each of which became effective on the Effective Date.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Spirit Aviation Holdings, Inc. underwent a change of control involving Spirit Airlines, Inc. (former parent) and its creditors for Emergence from Chapter 11; conversion of Former Spirit into a wholly owned LLC subsidiary of newly formed Spirit Aviation Holdings, Inc.; cancellation of existi (closed 2025-03-12).
- Action
- change of control
- Counterparty
- Spirit Airlines, Inc. (former parent) and its creditors
- Consideration
- Emergence from Chapter 11; conversion of Former Spirit into a wholly owned LLC subsidiary of newly formed Spirit Aviation Holdings, Inc.; cancellation of existi
- Closing
- 2025-03-12
Exact text from the filing
On March 12, 2025 (the "Effective Date"), the Debtors satisfied the remaining conditions precedent to consummation of the Plan as set forth in the Plan, the Plan became effective in accordance with its terms and the Debtors emerged from chapter 11. In connection with the satisfaction of the conditions to effectiveness as set forth in the Confirmation Order and in the Plan, Former Spirit completed a corporate reorganization (the "Corporate Reorganization") pursuant to which Spirit Aviation Holdings, Inc., a Delaware corporation ("Spirit" or the "Company") became the new parent company of the Debtors, with Former Spirit becoming a wholly owned subsidiary of Spirit and converted from a Delaware corporation to a Delaware limited liability company.
View on SEC.gov
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