0001104659-11-033246.txt : 20110603 0001104659-11-033246.hdr.sgml : 20110603 20110603211619 ACCESSION NUMBER: 0001104659-11-033246 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110601 FILED AS OF DATE: 20110603 DATE AS OF CHANGE: 20110603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM PRINCIPAL OPPORTUNITIES FUND II LP CENTRAL INDEX KEY: 0001049809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 11893734 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OCM OPPORTUNITIES FUND II LP DATE OF NAME CHANGE: 19971114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spirit Airlines, Inc. CENTRAL INDEX KEY: 0001498710 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 381747023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2800 EXECUTIVE WAY CITY: MIRAMAR STATE: FL ZIP: 33025 BUSINESS PHONE: 954-447-7920 MAIL ADDRESS: STREET 1: 2800 EXECUTIVE WAY CITY: MIRAMAR STATE: FL ZIP: 33025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 11893727 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM PRINCIPAL OPPORTUNITIES FUND III L P CENTRAL INDEX KEY: 0001272111 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 11893728 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OCM PRINCIPAL OPPORTUNITIES FUN III L P DATE OF NAME CHANGE: 20031204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM Principal Opportunities Fund III GP, L.P. CENTRAL INDEX KEY: 0001319922 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 11893733 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OCM Principal Opportunities Fund III GP, LLC DATE OF NAME CHANGE: 20050304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE FUND GP I, L.P. CENTRAL INDEX KEY: 0001402746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 11893732 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 11893736 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital I, L.P. CENTRAL INDEX KEY: 0001403530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 11893731 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM HOLDINGS I, LLC CENTRAL INDEX KEY: 0001407178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 11893730 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE HOLDINGS I, LLC DATE OF NAME CHANGE: 20070718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 11893729 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM Spirit Holdings II, LLC CENTRAL INDEX KEY: 0001521309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 11893735 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6213 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 4 1 a4.xml 4 X0303 4 2011-06-01 0 0001498710 Spirit Airlines, Inc. SAVE 0001403525 Oaktree Capital Group Holdings GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001521309 OCM Spirit Holdings II, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001049809 OCM PRINCIPAL OPPORTUNITIES FUND II LP C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001319922 OCM Principal Opportunities Fund III GP, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001402746 OAKTREE FUND GP I, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403530 Oaktree Capital I, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407178 OCM HOLDINGS I, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407181 OAKTREE HOLDINGS, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001272111 OCM PRINCIPAL OPPORTUNITIES FUND III L P C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0000949509 OAKTREE CAPITAL MANAGEMENT LP C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock, par value of $0.0001 per share 2011-06-01 4 J 0 20322406 12 D 29402848 I See footnotes The securities are shares of common stock, par value $0.0001 ("Common Stock"), of Spirit Airlines, Inc. ("Issuer") acquired pursuant to that certain Recapitalization Agreement dated as of September 17, 2010 (as amended, the "Recapitalization Agreement"). This Form 4 is being filed with respect to an aggregate of 20,322,406 shares of the Issuer's Common Stock that were acquired pursuant to the Recapitalization Agreement, of which (a) 425,532 shares were acquired directly by POF Spirit Foreign Holdings LLC ("Foreign Holdings"), resulting in direct ownership of 455,532 shares of Common Stock by POF Spirit, (b) 5,754,144 shares were acquired directly by OCM Spirit Holdings, LLC ("Holdings"), resulting in direct ownership of 6,224,144 shares of Common Stock by Holdings, (c) 12,262,865 shares were acquired directly by OCM Spirit Holdings II, LLC ("Holdings II"), resulting in direct ownership of 20,843,307 shares of Common Stock by Holdings II, (d) 1,300,220 shares were acquired directly by OCM Spirit Holdings III, LLC ("Holdings III"), resulting in directly ownership of 1,300,220 shares of Common Stock by Holdings III and (e) 579,645 shares were acquired by OCM Spirit Holdings III-A, LLC ("Holdings III-A" and together with Foreign Holdings, Holdings, Holdings II and Holdings III, the "OCM Holding Entities" ), resulting in direct ownership of 579,645 shares of Common Stock by Holdings III-A. This Form 4 is being filed by (i) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the general partner of Oaktree Capital Group Holdings, L.P. ("OCGH LP"), (ii) OCGH LP, in its capacity as the majority holder of the voting units of Oaktree Capital Group, LLC ("OCG"), (iii) OCG, in its capacity as sole shareholder of Oaktree Holdings, Inc. ("OHI"), (iv) OHI, in its capacity as general partner of Oaktree Capital Management, L.P. ("Capital Management"), (v) Capital Management, in its capacity as manager of the OCM Holding Entities, (vi) Holdings II, (vii) OCM Principal Opportunities Fund II, L.P. ("POF II"), as a member of Foreign Holdings, Holdings II and Holdings III-A, (viii) OCM Principal Opportunities Fund III, L.P., as a member of Foreign Holdings, Holdings II and Holdings III ("POF III"), (ix) OCM Principal Opportunities Fund III GP, L.P. ("Fund III GP"), as general partner of POF III, (x) Oaktree Fund GP I, L.P. ("Oaktree GP"), as general partner of Fund III GP and POF II, (xi) Oaktree Capital I, L.P. ("Oaktree LP"), as general partner of Oaktree GP, (xii) OCM Holdings I, LLC ("OCM Holdings"), as general partner of Oaktree LP, and (xiii) Oaktree Holdings, LLC, as managing member of OCM Holdings ("OHL" and together with OCGH GP, OCGH LP, OCG, OHI, Capital Management, Holdings II, POF II, POF III, Fund III GP, Oaktree GP, Oaktree LP, and OCM Holdings, collectively the "Reporting Persons"). Each of OCGH GP, OCGH LP, OCG, OHI, Capital Management, Oaktree GP, Oaktree LP, and OCM Holdings may be deemed to have a beneficial interest in an aggregate of 29,402,848 shares of Common Stock that are directly owned by OCM Holdings Entities. POF II may be deemed to have a beneficial interest in an aggregate of 28,102,628 shares of Common Stock that are directly owned by Foreign Holdings, Holdings, Holdings II and Holdings III-A. POF III and Fund III GP may be deemed to have a benficial interest in an aggregate of 28,823,203 shares of Common Stock that are directly owned by Foreign Holdings, Holdings, Holdings II and Holdings III. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person disclaims beneficial ownership of all shares reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any shares covered by this Form 4. OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan and Kevin L. Clayton (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4. See Signatures included on Ex. 99.1 2011-06-03 EX-99.1 2 ex-99d1.htm EX-99.1 EXHIBIT 99

EXHIBIT 99.1

 

This Statement on Form 4 is filed jointly by the Reporting Persons listed below.  The principal business address of each of these Reporting Persons is 333 South Grand Avenue, 28th Fl., Los Angeles, CA 90071.

 

Name of Designated Filer: Oaktree Capital Group Holdings GP, LLC

Date of Event Requiring Statement: June 3, 2011

Issuer Name and Ticker or Trading Symbol: Spirit Airlines, Inc. [SAVE]

 

 

OCM SPIRIT HOLDINGS II, LLC

 

 

 

By: Oaktree Capital Management, L.P.,

 

Its:  Managing Member

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Senior Vice President

 

 

 

 

 

 

 

OCM PRINCIPAL OPPORTUNITIES FUND II, L.P.

 

 

 

By: Oaktree Fund GP I, L.P.,

 

Its: General Partner

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Authorized Signatory

 


 

 

OCM PRINCIPAL OPPORTUNITIES FUND III GP, L.P.

 

 

 

By: Oaktree Fund GP I, L.P.,

 

Its: General Partner

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Authorized Signatory

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

OAKTREE FUND GP I, L.P.

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Authorized Signatory

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

OAKTREE CAPITAL I, L.P.

 

 

 

By: OCM Holdings I, LLC

 

Its: General Partner

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Managing Director

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Senior Vice President

 


 

 

OCM HOLDINGS I, LLC

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Managing Director

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Senior Vice President

 

 

 

 

OAKTREE HOLDINGS, LLC

 

 

 

By: Oaktree Capital Group, LLC

 

Its:  Managing Member

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Managing Director & Assistant Secretary

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Senior Vice President

 

 

 

 

OCM PRINCIPAL OPPORTUNITIES FUND III, L.P.

 

 

 

By: OCM Principal Opportunities Fund III GP, L.P.

 

Its: General Partner

 

 

 

 

By: Oaktree Fund GP I, L.P.

 

Its: General Partner

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Authorized Signatory

 


 

 

OAKTREE CAPITAL MANAGEMENT, L.P.

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Senior Vice President

 

 

 

 

OAKTREE HOLDINGS, INC.

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Senior Vice President

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP, LLC

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Managing Director & Assistant Secretary

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Senior Vice President

 


 

 

OAKTREE CAPITAL GROUP HOLDINGS, L.P.

 

 

 

By: Oaktree Capital Group Holdings GP, LLC,

 

Its: General Partner

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Senior Vice President

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Senior Vice President