Wheels Up Experience Inc. — fact timeline

Ravi Thakran resigned as Director at Wheels Up Experience Inc..

“each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board”

Susan Schuman resigned as Director at Wheels Up Experience Inc..

“each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board”

Brian Radecki resigned as Director at Wheels Up Experience Inc..

“each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board”

Admiral Michael Mullen resigned as Director at Wheels Up Experience Inc..

“each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board”

Marc Farrell resigned as Director at Wheels Up Experience Inc..

“each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board”

Kenneth Dichter resigned as Director at Wheels Up Experience Inc..

“each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board”

Chih Cheung resigned as Director at Wheels Up Experience Inc..

“each of Chih Cheung, Kenneth Dichter, Marc Farrell, Admiral Michael Mullen, Brian Radecki, Susan Schuman and Ravi Thakran resigned from the Board”

Wheels Up Experience Inc. amended Fourth Amendment to Secured Promissory Note with Delta Air Lines, Inc. valued at an additional $10.0 million (effective 2023-09-14).

“On September 14, 2023, the Company and Delta entered into the Fourth Amendment to Secured Promissory Note (the “Note Fourth Amendment” and together with the Note, the “Amended Note”), to increase the aggregate principal amount of the Note by up to an additional $10.0 million, of which the additional $10.0 million was received by the Company on September 14, 2023.”

Todd Smith changed role as Chief Financial Officer at Wheels Up Experience Inc..

“Thereafter, Mr. Smith will continue to serve as WUP’s Chief Financial Officer and the Company’s principal financial officer and principal accounting officer.”

George N. Mattson was appointed as Chief Executive Officer at Wheels Up Experience Inc..

“the Company announced that the Board of Directors of the Company appointed George N. Mattson to serve as Chief Executive Officer of Wheels Up Partners LLC”

Stevens Sainte-Rose resigned as Chief People Officer at Wheels Up Experience Inc..

“On September 17, 2023, Stevens Sainte-Rose, the Chief People Officer of Wheels Up Partners LLC, a Delaware limited liability company and indirect subsidiary of Wheels Up Experience Inc. (the “Company”), notified the Company of his decision to resign effective as of October 2, 2023 in order to pursue a new opportunity.”

Wheels Up Experience Inc. incurred senior notes of up to an additional $15.0 million with Delta Air Lines, Inc..

“to increase the aggregate principal amount of the Note by up to an additional $15.0 million, of which the additional $15.0 million was received by the Company on September 6, 2023”

Wheels Up Experience Inc. entered into Third Amendment to Secured Promissory Note with Delta Air Lines, Inc. valued at $15.0 million (effective 2023-09-06).

“the Company and Delta entered into the Third Amendment to Secured Promissory Note (the "Note Third Amendment" and together with the Note, the "Amended Note"), to increase the aggregate principal amount of the Note by up to an additional $15.0 million, of which the additional $15.0 million was received by the Company on September 6, 2023.”

Wheels Up Experience Inc. amended loan of outstanding principal and interest currently due with the lenders under the Loan Agreement dated October 14, 2022 at not disclosed maturing not disclosed.

“on August 18, 2023, Wheels Up Partners LLC, an indirect subsidiary of the Company ("WUP"), and the lenders under that certain Loan Agreement, dated as of October 14, 2022, by and among Wheels Up Class A-1 Loan Trust 2022-1, a Delaware statutory trust, each lender from time to time made party thereto, and Wilmington Trust, National Association, as facility agent and as security trustee for the lenders, which relates to WUP's outstanding Series A-1 equipment notes, determined to further extend the grace period for the payment of outstanding principal and interest currently due under such equipment notes to August 23, 2023.”

Wheels Up Experience Inc. amended loan of $45.0 million with Delta Air Lines, Inc. at not disclosed maturing not disclosed.

“Pursuant to the Note First Amendment, the Company and Delta agreed to increase the aggregate principal amount of the Note by an additional $10.0 million to $25.0 million, of which the additional $10.0 million was received by the Company on August 16, 2023. Pursuant to the Note Second Amendment, the Company and Delta agreed to further increase the aggregate principal amount of the Note, as amended to the date thereof, by up to an additional $20.0 million, which brought the total principal amount under the Note and Amendments up to $45.0 million.”

Wheels Up Experience Inc. amended Second Amendment to Secured Promissory Note with Delta Air Lines, Inc. valued at Further increased the aggregate principal amount of the Note by up to an additional $20.0 million to (effective 2023-08-21).

“Pursuant to the Note Second Amendment, the Company and Delta agreed to further increase the aggregate principal amount of the Note, as amended to the date thereof, by up to an additional $20.0 million, which brought the total principal amount under the Note and Amendments up to $45.0 million.”

Wheels Up Experience Inc. amended First Amendment to Secured Promissory Note with Delta Air Lines, Inc. valued at Increased the aggregate principal amount of the Note by an additional $10.0 million to $25.0 million (effective 2023-08-15).

“Pursuant to the Note First Amendment, the Company and Delta agreed to increase the aggregate principal amount of the Note by an additional $10.0 million to $25.0 million, of which the additional $10.0 million was received by the Company on August 16, 2023.”

Ravi Thakran departed as Executive Chairman of the Board at Wheels Up Experience Inc..

“Mr. Thakran departed from his position as Executive Chairman of the Board and transitioned the role of Chairman to Mr. Janki”

Daniel C. Janki was appointed as Chairman of the Board at Wheels Up Experience Inc..

“Mr. Janki was also appointed Chairman of the Board, effective as of the Effective Date.”

Wheels Up Experience Inc. reported the second quarter, which ended June 30, 2023 results: revenue $335 million, net income $161 million.

“Revenue decreased $90 million year-over-year to $335 million”

Wheels Up Experience Inc. incurred loan of up to $15.0 million with Delta Air Lines, Inc. at 10% per annum maturing February 4, 2024.

“On August 8, 2023, Wheels Up Experience Inc. (the “Company”) entered into a Secured Promissory Note (the “Note”) with Delta Air Lines, Inc., as Payee (“Delta”), pursuant to which Delta committed to fund a principal amount of up to $15.0 million”

Wheels Up Experience Inc. amended Letter Agreement regarding Equipment Notes grace period extension with Wilmington Trust, National Association (as facility agent, security trustee, mortgagee, subordination agent and loan trustee); Wheels Up Class A-1 Loan Trust 2022-1; lenders party to the Loan Agreement valued at Extended grace period for payment of principal and interest due under Equipment Notes to August 11, (effective 2023-08-09).

“On August 9, 2023, WUP entered into a letter agreement (the “Letter Agreement”), with WTNA, as facility agent, security trustee, mortgagee, subordination agent and loan trustee, the Trust, as Class A-1 Trust, borrower and note holder, and the lenders from time to time party to the Loan Agreement, pursuant to which the grace period for the payment of principal and interest currently due under the Equipment Notes was extended until August 11, 2023.”

Wheels Up Experience Inc. entered into Secured Promissory Note with Delta Air Lines, Inc. valued at Up to $15.0 million principal amount (effective 2023-08-08).

“On August 8, 2023, Wheels Up Experience Inc. (the “Company”) entered into a Secured Promissory Note (the “Note”) with Delta Air Lines, Inc., as Payee (“Delta”), pursuant to which Delta committed to fund a principal amount of up to $15.0 million, of which $10.0 million was received on August 9, 2023 and $5.0 million was received on August 11, 2023.”

Wheels Up Experience Inc.: Amendment to Certificate of Incorporation to implement a 1-for-10 reverse stock split and proportionate authorized share reduction from 2.5 billion to 250 million shares of Common Stock (effective 2023-06-07).

“The Company amended the Company’s existing Certificate of Incorporation, dated as of July 13, 2021 (the “Prior Certificate”), to implement the Reverse Stock Split Amendment by filing the Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on June 7, 2023, which became effective immediately after the close of trading on the NYSE on June 7, 2023.”

Wheels Up Experience Inc. amended WUPH Agreement Amendment (effective 2023-06-07).

“the Company, in its capacity as the managing member of Wheels Up Partners Holdings LLC, a Delaware limited liability company and direct subsidiary of the Company (“WUPH”), entered into Amendment No. 2 to Seventh Amended and Restated Limited Liability Company Agreement of Wheels Up Partners Holdings LLC, dated as of June 7, 2023 (the “WUPH Agreement Amendment”), to, among other things, update certain provisions to reflect adjustments to outstanding and issuable membership interests in WUPH as a result of the Reverse Stock Split.”

Wheels Up Experience Inc. shareholders approved Amendment to effect reverse stock split and authorized share reduction at the 2023-05-31 meeting.

“As a result, the Company’s stockholders approved the Reverse Stock Split Amendment.”

Wheels Up Experience Inc. shareholders rejected Amendment to permit officer exculpation at the 2023-05-31 meeting.

“As a result, the Company’s stockholders did not approve the Officer Exculpation Amendment.”

Wheels Up Experience Inc. shareholders rejected Amendment to adopt majority vote standard for uncontested director elections at the 2023-05-31 meeting.

“As a result, the Company’s stockholders did not approve the Majority Vote Amendment.”

Wheels Up Experience Inc. shareholders approved Amended and Restated 2021 Long-Term Incentive Plan at the 2023-05-31 meeting.

“As a result, the Company’s stockholders approved the Amended and Restated 2021 LTIP.”

Wheels Up Experience Inc. shareholders approved Ratification of Grant Thornton LLP as independent registered public accounting firm at the 2023-05-31 meeting.

“As a result, the Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.”

Wheels Up Experience Inc. shareholders approved Non-binding advisory vote on named executive officer compensation at the 2023-05-31 meeting.

“As a result, the stockholders approved the non-binding, advisory vote on named executive compensation for the fiscal year ended December 31, 2022.”

Wheels Up Experience Inc. shareholders approved Election of four Class II directors at the 2023-05-31 meeting.

“The Annual Meeting of the Company was held on May 31, 2023.”

Wheels Up Experience Inc. reported first quarter, which ended March 31, 2023 results: revenue $352 million, net income $101 million.

“First Quarter 2023 Highlights • Revenue increased $26 million year-over-year to $352 million, a first quarter record • Active Members decreased 1% year-over-year to 12,285 in total • Live Flight Legs decreased 13% year-over-year to 15,389 in total • Net loss increased $12 million year-over-year to $101 million • Adjusted EBITDA was flat year-over-year with a loss of $49 million”

Ravi Thakran was appointed as Chairman of the Board at Wheels Up Experience Inc..

“Mr. Dichter will remain a director on the Board and will transition the role of Chairman to Ravi Thakran, as described below.”

Todd Smith was appointed as interim Chief Executive Officer at Wheels Up Experience Inc..

“Effective as of the Effective Date, the Board appointed Todd Smith, the Company’s Chief Financial Officer, to also serve as the Company’s interim Chief Executive Officer and principal executive officer until a successor Chief Executive Officer is identified.”

Kenneth Dichter departed as Chairman of the Board at Wheels Up Experience Inc..

“Mr. Dichter will remain a director on the Board and will transition the role of Chairman to Ravi Thakran, as described below.”

Kenneth Dichter departed as Chief Executive Officer at Wheels Up Experience Inc..

“On May 9, 2023, Wheels Up announced that Kenneth Dichter, the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors (the “Board”), will depart from his positions as the Company’s Chief Executive Officer and Chairman of the Board effective May 9, 2023”

Lee Applbaum departed as Chief Marketing Officer at Wheels Up Experience Inc..

“Lee Applbaum, the Chief Marketing Officer of Wheels Up Partners LLC, an indirect subsidiary of the Company (“WUP”), departed the Company effective May 1, 2023”

Wheels Up Experience Inc. received a nyse deficiency notice notice regarding minimum bid price (rules 802.01C).

“April 12, 2023, Wheels Up Experience Inc. (the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is no longer in compliance with Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”), which requires listed companies to maintain an average closing price per share of at least $1.00 over a 30 consecutive trading-day period. Pursuant to Section 802.01C, the Company has a period of six months after receipt of the Notice (the “Cure Period”) to regain compliance. As of the date of this Current Report on Form 8-K, the Company is in compli”

Wheels Up Experience Inc. reported Year ended December 31, 2022 results: net income -555.5 million, EPS -2.26.

“a revised Net loss of $224.9 million, or $0.91 per share, for the three months ended December 31, 2022, and $555.5 million, or $2.26 per share, for the year ended December 31, 2022”

Wheels Up Experience Inc. reported Three months ended December 31, 2022 results: net income -224.9 million, EPS -0.91.

“a revised Net loss of $224.9 million, or $0.91 per share, for the three months ended December 31, 2022, and $555.5 million, or $2.26 per share, for the year ended December 31, 2022”

Wheels Up Experience Inc. reported that prior financial statements should not be relied upon.

“On March 27, 2023, the Company, on the recommendation of the Audit Committee of the Company’s Board of Directors, concluded that the Prior Financial Statements should no longer be relied upon.”

Wheels Up Experience Inc. reported the fiscal year ended December 31, 2022 results: revenue $1.6 billion, net income $(507,547).

“backed by loyal customers who continue to spend at significant levels with us. Over the past decade, our team has proven that we can deliver robust growth with record revenue of $1.6 billion in 2022,” said Chairman and CEO Kenny Dichter. “With that strong base of business, our focus is now on delivering world-class service profitably.” “Our strong top line and our”

Wheels Up Experience Inc. reported the fourth quarter, which ended December 31, 2022 results: revenue $408 million, net income $239 million.

“Fourth Quarter 2022 Highlights • Revenue increased 18% year-over-year to $408 million • Active Members increased 5% year-over-year to 12,661 in total • Live Flight Legs decreased 5% year-over-year to 19,308 in total • Net loss increased $162 million year-over-year, primarily driven by a non-cash impairment charge of $132 million, to $239 million • Adjusted EBITDA improved by $3 million year-over-year to a loss of $44 million”

Wheels Up Experience Inc. announced a restructuring with charges of approximately $14 million in total pre-tax charges affecting areas of the business that do not directly impact the Company's operations or its customers’ experience (headcount reductions in several areas of the business).

“in the fourth quarter of 2022 (the “Q4 Actions”) prior to the Company’s commitment to taking the actions announced today. The Company estimates that it will incur approximately $14 million in total pre-tax charges in connection with the Plan, approximately $7 million of which were incurred to-date and in connection with the Q4 Actions, and approximately $7 million”

Wheels Up Experience Inc.: Amended and restated the By-Laws to eliminate stockholder list inspection requirement, clarify chairperson's authority to adjourn meetings, enhance director nomination procedures, and clarify Board's ability to adjourn meetings (effective 2022-12-12).

“On December 12, 2022, the Board of Directors (the “Board”) of Wheels Up Experience Inc. (the “Company”) approved an amendment and restatement (the “Amendment”) of the Company’s By-Laws (as amended and restated, the “By-Laws”) that became effective immediately upon approval by the Board.”

Wheels Up Experience Inc. reported three months ended September 30, 2022 results: revenue $420.4 million, net income $86.8 million.

“Inc. (NYSE:UP) today announced financial results for the third quarter, which ended September 30, 2022. Third Quarter 2022 Highlights • Revenue increased 39% year-over-year to $420.4 million • Active Members grew 12% year-over-year to 12,688 in total • Live Flight Legs increased 7% year-over-year to 21,025 in total • Net loss increased by $27.4 million year-over-year”

Vinayak Hegde departed as President at Wheels Up Experience Inc..

“The Company is also announcing the departure of Vinayak Hegde, President of Wheels Up Partners LLC, an indirect subsidiary of the Company (“WUP”), effective as of November 9, 2022”

Thomas Bergeson departed as Chief Operating Officer at Wheels Up Experience Inc..

“On July 15, 2022, Wheels Up Experience Inc., a Delaware corporation (the “Company”) announced that Thomas Bergeson, Chief Operating Officer of Wheels Up Partners LLC, a wholly-owned subsidiary of the Company (“WUP”), will retire on August 17, 2022 (the “Separation Date”).”

Todd Smith was appointed as Chief Financial Officer at Wheels Up Experience Inc..

“On June 23, 2022, Wheels Up Experience Inc. (the “Company”) announced that Wheels Up Partners LLC, a wholly-owned subsidiary of the Company (“WUP”), and Todd Smith, entered into an offer letter on June 18, 2022 for Mr. Smith to serve as WUP’s Chief Financial Officer, to be effective June 30, 2022.”