Spirit enters restructuring support agreement; existing equity to be cancelled

Spirit Aviation Holdings, Inc.

RSA signed with holders of 74.6% DIP loans, 71.8% Roll-Up DIP, 60% Prepetition Notes; plan creates 76-aircraft EmergeCo.
Existing common shares cancelled with no distribution; new equity (100% to Roll-Up DIP holders, 2% to Prepetition Note holders).
IAE Term Sheet provides up to $140M in credits; Spirit settles ~$13M invoice via cash/credits, retains certain A320neo/ceo fleet.
Plan milestones: $150M DIP prepayment in 2 days; cash floor $239M then $200M; exit facilities of $275M revolver or $75M term plus $200M revolver.
Q1 2026 operating margin improved to (5.6%) vs (27.1%) Q1 2025; 76-aircraft plan cuts year-end aircraft debt to $1.4B from $2.3B.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Spirit Aviation Holdings, Inc. entered into Restructuring Support Agreement with Consenting DIP Lenders valued at Restructuring Support Agreement providing for DIP loan prepayments, cash use covenants, equity issua (effective 2026-03-13).

Action: entry
Agreement: notes offering
Counterparty: Consenting DIP Lenders
Value: Restructuring Support Agreement providing for DIP loan prepayments, cash use covenants, equity issua
Effective: 2026-03-13

Exact text from the filing

On March 13, 2026, the Debtors entered into a Restructuring Support Agreement (the “ Restructuring Support Agreement ”) with certain holders (collectively, the “ Consenting DIP Lenders ”) of approximately (i) 74.6% of the aggregate principal amount of the new money term loans (the “ New Money DIP Loans ”) issued under that certain Superpriority Secured Priming Debtor-in-Possession Credit Agreement dated as of October 14, 2025 (as further amended, restated, amended and restated, supplemented, or otherwise modified from time to time), by and among Spirit Airlines, LLC, as Borrower, Spirit Aviation Holdings, Inc., as Holdings, the other Debtors party thereto as Guarantors, Wilmington Trust, National Association, as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto (the “ DIP Credit Agreement ”); (ii) 71.8% of Roll-Up DIP Loans issued under the DIP Credit Agreement; and (iii) 60.0% of the Debtors’ non-rolled up PIK Toggle Senior Secured Notes due 20

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Source: SEC EDGAR

accession 0000950103-26-003790

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