8-K
filed September 21, 2023, 7:59 PM ET
ticker UP
CIK 0001819516
other material
confidence high
sentiment negative
materiality 0.95
Wheels Up Experience Inc. (UP): debt financing — Wheels Up secures $450M financing from Delta, CK Wheels, CIH; issues 80% equity to lenders
Wheels Up Experience Inc.
- Term loan of $350M and $100M revolver from Delta, CK Wheels, and CIH; interest rate 10% PIK, rising to 20% if stockholder approval delayed.
- Lenders received 141M shares (80% of fully diluted) immediately; up to 95% after stockholder approval of charter amendment.
- Board reconstituted: Delta, CK Wheels, CIH each designate directors; seven prior directors resigned; George Mattson (incoming CEO) appointed.
- Company repaid $70M Amended Note to Delta using term loan proceeds; CCA extended to 2029.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.98
Wheels Up Experience Inc. incurred credit facility of $350.0 million with Delta Air Lines, Inc., CK Wheels LLC, Cox Investment Holdings, Inc. at 10% per annum maturing September 20, 2028.
- Instrument
- credit facility
- Principal
- $350.0 million
- Counterparty
- Delta Air Lines, Inc., CK Wheels LLC, Cox Investment Holdings, Inc.
- Rate
- 10% per annum
- Maturity
- September 20, 2028
- Event
- incurrence
Exact text from the filing
the Lenders provided a term loan facility (the “Term Loan”) in the aggregate original principal amount of $350.0 million
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth Dichter resigned as Director at Wheels Up Experience Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Davis was appointed as Director at Wheels Up Experience Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Andrew Davis as a Class II member of the Board designated by CIH
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
George N. Mattson was appointed as Chief Executive Officer at Wheels Up Experience Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
George N. Mattson, the Company’s incoming Chief Executive Officer, as a Class II member of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Zachary Lazar was appointed as Director at Wheels Up Experience Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Adam Cantor and Zachary Lazar as a Class III member of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian Radecki resigned as Director at Wheels Up Experience Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ravi Thakran resigned as Director at Wheels Up Experience Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeff Nedelman was appointed as Director at Wheels Up Experience Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Jeff Nedelman and Adam Zirkin as a Class I member of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adam Cantor was appointed as Director at Wheels Up Experience Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Adam Cantor and Zachary Lazar as a Class III member of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chih Cheung resigned as Director at Wheels Up Experience Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Admiral Michael Mullen resigned as Director at Wheels Up Experience Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marc Farrell resigned as Director at Wheels Up Experience Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Schuman resigned as Director at Wheels Up Experience Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adam Zirkin was appointed as Director at Wheels Up Experience Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Jeff Nedelman and Adam Zirkin as a Class I member of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alain Bellemare was appointed as Director at Wheels Up Experience Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Alain Bellemare as a Class III member of the Board designated by Delta
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Wheels Up Experience Inc. entered into Investment and Investor Rights Agreement with Delta Air Lines, Inc., CK Wheels LLC, Cox Investment Holdings, Inc. valued at 141,313,671 shares (effective 2023-09-20).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Delta Air Lines, Inc., CK Wheels LLC, Cox Investment Holdings, Inc.
- Value
- 141,313,671 shares
- Effective
- 2023-09-20
Exact text from the filing
In connection with the transactions contemplated by the Credit Agreement, the Company entered into an Investment and Investor Rights Agreement, dated as of September 20, 2023 (the “Investor Rights Agreement”), by and among the Company and the Lenders, pursuant to which the Company agreed to issue to the Lenders: (i) on the Closing Date, 141,313,671 shares in the aggregate (the “Initial Shares”
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Wheels Up Experience Inc. entered into Credit Agreement with Delta Air Lines, Inc., CK Wheels LLC, Cox Investment Holdings, Inc. valued at $350.0 million (effective 2023-09-20).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Delta Air Lines, Inc., CK Wheels LLC, Cox Investment Holdings, Inc.
- Value
- $350.0 million
- Effective
- 2023-09-20
Exact text from the filing
On September 20, 2023, Wheels Up Experience Inc. (the “Company” or “Wheels Up”) entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, as borrower (the “Borrower”), certain subsidiaries of the Company as guarantors (the “Guarantors” and together with the Borrower, the “Loan Parties”), Delta Air Lines, Inc. (“Delta”), CK Wheels LLC (“CK Wheels”) and Cox Investment Holdings, Inc. (“CIH” and collectively with Delta and CK Wheels, the “Lenders”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders and as collateral agent for the secured parties, pursuant to which (i) the Lenders provided a term loan facility (the “Term Loan”) in the aggregate original principal amount of $350.0 million, the net proceeds of which were received by the Company on September 20, 2023 (the “Closing Date”), and (ii) Delta provided commitments for a revolving loan facility (the “Revolving Credit Facility”) in the aggregate original principal amount of $100.0 mill
View on SEC.gov
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