--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-102874" form_type: "8-K" ticker: "UP" cik: "0001819516" company_name: "Wheels Up Experience Inc." filed_at: "2023-09-21T23:59:59+00:00" generated_at: "2026-06-10T11:01:45.935976+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Wheels Up secures $450M financing from Delta, CK Wheels, CIH; issues 80% equity to lenders ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-102874 - form_type: 8-K - ticker: UP - cik: 0001819516 - company_name: Wheels Up Experience Inc. - filed_at: 2023-09-21T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.01, 5.02, 1.02, 2.03, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/tm2326291d3_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-102874 - JSON: https://secwatch.observer/filing/0001104659-23-102874.json - Plain text: https://secwatch.observer/filing/0001104659-23-102874.txt ## Key facts - Debt Financings 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 source text: the Lenders provided a term loan facility (the “Term Loan”) in the aggregate original principal amount of $350.0 million evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Kenneth Dichter resigned as Director at Wheels Up Experience Inc.. - Action: resigned - Role: Director source text: each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Andrew Davis was appointed as Director at Wheels Up Experience Inc.. - Action: appointed - Role: Director source text: Andrew Davis as a Class II member of the Board designated by CIH evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change George N. Mattson was appointed as Chief Executive Officer at Wheels Up Experience Inc.. - Action: appointed - Role: Chief Executive Officer source text: George N. Mattson, the Company’s incoming Chief Executive Officer, as a Class II member of the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Zachary Lazar was appointed as Director at Wheels Up Experience Inc.. - Action: appointed - Role: Director source text: Adam Cantor and Zachary Lazar as a Class III member of the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Brian Radecki resigned as Director at Wheels Up Experience Inc.. - Action: resigned - Role: Director source text: each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Ravi Thakran resigned as Director at Wheels Up Experience Inc.. - Action: resigned - Role: Director source text: each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Jeff Nedelman was appointed as Director at Wheels Up Experience Inc.. - Action: appointed - Role: Director source text: Jeff Nedelman and Adam Zirkin as a Class I member of the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Adam Cantor was appointed as Director at Wheels Up Experience Inc.. - Action: appointed - Role: Director source text: Adam Cantor and Zachary Lazar as a Class III member of the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Chih Cheung resigned as Director at Wheels Up Experience Inc.. - Action: resigned - Role: Director source text: each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Admiral Michael Mullen resigned as Director at Wheels Up Experience Inc.. - Action: resigned - Role: Director source text: each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Marc Farrell resigned as Director at Wheels Up Experience Inc.. - Action: resigned - Role: Director source text: each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Susan Schuman resigned as Director at Wheels Up Experience Inc.. - Action: resigned - Role: Director source text: each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Adam Zirkin was appointed as Director at Wheels Up Experience Inc.. - Action: appointed - Role: Director source text: Jeff Nedelman and Adam Zirkin as a Class I member of the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Executive change Alain Bellemare was appointed as Director at Wheels Up Experience Inc.. - Action: appointed - Role: Director source text: Alain Bellemare as a Class III member of the Board designated by Delta evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Material Agreements 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 source text: 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” evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923102874/0001104659-23-102874-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.