0001104659-12-000130.txt : 20120103 0001104659-12-000130.hdr.sgml : 20120102 20120103160304 ACCESSION NUMBER: 0001104659-12-000130 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20120103 DATE AS OF CHANGE: 20120103 GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS, L.P. GROUP MEMBERS: OAKTREE CAPITAL GROUP, LLC GROUP MEMBERS: OAKTREE CAPITAL I, L.P. GROUP MEMBERS: OAKTREE FUND GP I, L.P. GROUP MEMBERS: OAKTREE HOLDINGS, INC. GROUP MEMBERS: OAKTREE HOLDINGS, LLC GROUP MEMBERS: OCM HOLDINGS I, LLC GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND II, L.P. GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND III G.P., L.P. GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND III, L.P. GROUP MEMBERS: OCM SPIRIT HOLDINGS III-A, LLC GROUP MEMBERS: POF SPIRIT DOMESTIC HOLDINGS, LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86262 FILM NUMBER: 12502015 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 COMPANY: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 SC 13D/A 1 a11-32310_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Spirit Airlines, Inc.

(Name of Issuer)

 

Common Stock, par value of $0.0001 per share

(Title of Class of Securities)

 

848577102

(CUSIP Number)

 

Todd E. Molz

Managing Director and General Counsel

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

(213) 830-6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 29, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Six copies of this statement, including all exhibits, should be filed with the Commission.  See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Oaktree Capital Management, L.P. [ID No. 26-0189082]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
22,455,227 (1)

 

8

Shared Voting Power

 

9

Sole Dispositive Power
22,455,227 (1)

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,455,227

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.96%**

 

 

14

Type of Reporting Person*
PN, IA

 


(1) Solely in its capacity as manager of OCM Spirit Holdings III-A, LLC and POF Spirit Domestic Holdings, LLC.

 

2



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Oaktree Holdings, Inc. [ID No. 26-0179905]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
22,455,227 (1)

 

8

Shared Voting Power

 

9

Sole Dispositive Power
22,455,227 (1)

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,455,227

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.96%**

 

 

14

Type of Reporting Person*
CO

 


(1) Solely in its capacity as general partner of Oaktree Capital Management, L.P.

 

3



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Oaktree Capital Group, LLC [ID No. 26-0174894]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
22,455,227 (1)

 

8

Shared Voting Power

 

9

Sole Dispositive Power
22,455,227 (1)

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,455,227

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.96%**

 

 

14

Type of Reporting Person*
OO

 


(1) Solely in its capacity as sole shareholder of Oaktree Holdings, Inc.

 

4



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Oaktree Capital Group Holdings, L.P. [ID No. 95-4521152]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
22,455,227 (1)

 

8

Shared Voting Power

 

9

Sole Dispositive Power
22,455,227 (1)

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,455,227

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.96%**

 

 

14

Type of Reporting Person*
PN

 


(1) Solely in its capacity as majority holder of voting units of Oaktree Capital Group, LLC.

 

5



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Oaktree Capital Group Holdings GP, LLC [ID No. 26-0174883]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
22,455,227 (1)

 

8

Shared Voting Power

 

9

Sole Dispositive Power
22,455,227 (1)

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,455,227

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.96%**

 

 

14

Type of Reporting Person*
OO

 


(1) Solely in its capacity as general partner of Oaktree Capital Group Holdings, L.P.

 

6



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
OCM Spirit Holdings III-A, LLC [ID No. 95-4833215]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not Applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
17,156,116

 

8

Shared Voting Power

 

9

Sole Dispositive Power
17,156,116

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
17,156,116

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
23.65%**

 

 

14

Type of Reporting Person*
OO

 

7



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
POF Spirit Domestic Holdings, LLC [ID No. 20-0737410]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not Applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
4,843,579

 

8

Shared Voting Power

 

9

Sole Dispositive Power
4,843,579

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,843,579

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.68%**

 

 

14

Type of Reporting Person*
OO

 

8



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
OCM Principal Opportunities Fund II, L.P. [ID No. 95-4833215]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not Applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,455,227 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.96%**

 

 

14

Type of Reporting Person*
PN

 


(1) Solely in its capacity as a member of OCM Spirit Holdings III-A, LLC and POF Spirit Domestic Holdings, LLC.

 

9



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
OCM Principal Opportunities Fund III, L.P. [ID No. 20-0379312]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not Applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,455,227 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.96%**

 

 

14

Type of Reporting Person*
PN

 


(1) Solely in its capacity as a member of OCM Spirit Holdings III-A, LLC and POF Spirit Domestic Holdings, LLC.

 

10



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
OCM Principal Opportunities Fund III G.P., L.P. [ID No. 20-0379203]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,455,227 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.96%**

 

 

14

Type of Reporting Person*
PN

 


(1) Solely in its capacity as general partner of OCM Principal Opportunities Fund III, L.P.

 

11



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Oaktree Fund GP I, L.P. [ID No. 26-0182151]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,455,227 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.96%**

 

 

14

Type of Reporting Person*
PN

 


(1) Solely in its capacity as general partner of OCM Principal Opportunities Fund III GP, L.P. and OCM Principal Opportunities Fund II, L.P.

 

12



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Oaktree Capital I, L.P. [ID No. 26-0181836]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,455,227 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.96%**

 

 

14

Type of Reporting Person*
PN

 


(1) Solely in its capacity as general partner of Oaktree Fund GP I, L.P.

 

13



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
OCM Holdings I, LLC [ID No. 26-0181752]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,455,227 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.96%**

 

 

14

Type of Reporting Person*
OO

 


(1) Solely in its capacity as general partner of Oaktree Capital I, L.P.

 

14



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Oaktree Holdings, LLC [ID No. 26-0174909]]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,455,227 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.96%**

 

 

14

Type of Reporting Person*
OO

 


(1) Solely in its capacity as managing member of OCM Holdings I, LLC.

 

** This percentage assumes that all outstanding Shares of the Issuer are shares of voting common stock. If shares of non-voting common stock of the Issuer are issued in exchange for presently outstanding Shares, this percentage would be slightly higher.

 

15



 

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by OCM Spirit Holdings, LLC, OCM Spirit Holdings II, LLC, Oaktree Capital Management, L.P., Oaktree Holdings, Inc., Oaktree Capital Group, LLC, Oaktree Capital Group Holdings, L.P., Oaktree Capital Group Holdings GP, LLC, OCM Principal Opportunities Fund II, L.P., OCM Principal Opportunities Fund III, L.P., OCM Principal Opportunities Fund III GP, L.P., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC and Oaktree Holdings, LLC, on June 3, 2011 (the “Original 13D,” and as amended, the “Schedule 13D”).  This Amendment No. 1 amends the Original Schedule 13D as specifically set forth below.  This Schedule 13D is also filed by OCM Spirit Holdings III-A, LLC and POF Spirit Domestic Holdings, LLC.  Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Original Schedule 13D.

 

 

Item 2.

Identity and Background

 

Item 2(a) is amended and restated to read as follows:

 

(a)           This Schedule 13D is being filed on behalf of:

 

(1)           OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“Holdings III-A”), whose principal business is to invest in the securities of the Issuer;

(2)           POF Spirit Domestic Holdings, LLC, a Delaware limited liability company (“POF Domestic Holdings”), whose principal business is to invest in the securities of the Issuer;

(3)           Oaktree Capital Management, L.P., a Delaware limited partnership and a registered investment adviser under the Investment Advisers Act of 1940, as amended (“Capital Management”), whose principal business is to provide investment management services to certain funds and accounts, in its capacity as manager of Holdings III-A and POF Domestic Holdings;

(4)           Oaktree Holdings, Inc., a Delaware corporation (“OHI”), whose principal business is to serve as, and perform the functions of, the general partner of Capital Management, in its capacity as general partner of Capital Management;

(5)           Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), whose principal business is to serve as the holding company and controlling entity for each of the general partner and investment adviser of certain investment funds and separately managed accounts, in its capacity as sole shareholder of OHI and managing member of Oaktree Holdings, LLC;

(6)           Oaktree Capital Group Holdings, L.P., a Delaware limited partnership (“OCGH LP”), whose principal business is to hold voting interests in OCG and other interests in each of the general partner and investment adviser of certain investment funds and separately managed accounts, in its capacity as the majority holder of the voting units of OCG;

(7)           Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), whose principal business is to serve as, and perform the functions of, the general partner of OCGH LP, in its capacity as the general partner of OCGH LP;

(8)           OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“POF II”), whose principal business is investing in entities over which there is the potential for such fund to exercise significant influence, in its capacity as a member of Holdings III-A and POF Domestic Holdings;

(9)           OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“POF III”), whose principal business is investing in entities over which there is the potential for such fund to exercise significant influence, in its capacity as a member of Holdings III-A and POF Domestic Holdings;

 

16



 

(10)         OCM Principal Opportunities Fund III GP, L.P., a Delaware limited partnership (“Fund III GP”), whose principal business is to serve as, and perform the functions of, the general partner of POF III, in its capacity as general partner of POF III;

(11)         Oaktree Fund GP I, L.P., a Delaware limited partnership (“Oaktree GP”), whose principal business is to (i) serve as, and perform the functions of, the general partner or the managing member of the general partner of certain investment funds and (ii) act as the sole shareholder of certain controlling entities of certain investment funds, in its capacity as general partner of Fund III GP and POF II;

(12)         Oaktree Capital I, L.P., a Delaware limited partnership (“Oaktree LP”), whose principal business is to (i) serve as, and perform the functions of, the general partner of Oaktree GP and (ii) hold limited partnership interests in Oaktree GP, in its capacity as general partner of Oaktree GP;

(13)         OCM Holdings I, LLC, a Delaware limited liability company (“OCM Holdings”), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree LP, in its capacity as general partner of Oaktree LP; and

(14)         Oaktree Holdings, LLC, a Delaware limited liability company (“OHL” and together with Holdings III-A, POF Domestic Holdings, Capital Management, OHI, OCG, OCGH LP, OCGH GP, POF II, POF III, Fund III GP, Oaktree GP, Oaktree LP and OCM Holdings, collectively the “Reporting Persons”), whose principal business is to serve as, and perform the functions of, the managing member of OCM Holdings, in its capacity as managing member of OCM Holdings.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

No change except for the addition of the following:

 

On December 29, 2011, POF II and POF III transferred their interests in OCM Spirit Holdings II, LLC (“Holdings II”) to Holdings III-A and POF III transferred its interests in OCM Spirit Holdings III, LLC (“Holdings III”) to Holdings III-A.  Immediately following such transfers, OCM Spirit Holdings, LLC (“Holdings”), Holdings II and Holdings III, (collectively the “Transferring LLCs”) and entities that were managed by Capital Management and in which POF II and POF III were members, entered into distribution agreements with each of their respective members, providing for the pro rata distribution of shares of Common Stock held by such Transferring LLCs to each of the Transferring LLC’s members for no consideration in connection with the winding up of the Transferring LLCs’ affairs (such distributions hereinafter referred to as “Transfers”).  As a result of such stock distributions, this Schedule 13D is no longer filed on behalf of (i) Holdings, a Transferring LLC, (ii) Holdings II, a Transferring LLC, and (iii) Capital Management, in its capacity as the manager of Holdings and Holdings II, as these entities no longer own, directly or beneficially, shares of the Issuer.

 

Prior to the Transfers, (i) Holdings was the direct beneficial owner of 6,224,142 shares of Common Stock, (ii) Holdings II was the direct beneficial owner of 20,586,793 shares of Common Stock, (iii) Holdings III was the direct beneficial owner of 1,300,219 shares of Common Stock, (iv) Holdings III-A was the direct beneficial owner of 579,644 shares of Common Stock, and (v) POF Spirit Foreign Holdings, LLC (“POF Foreign Holdings”) was the direct beneficial owner of 455,532 shares of Common Stock.

 

After giving effect to the Transfers, POF Spirit Domestic Holdings, LLC (“POF Domestic Holdings”) became the direct beneficial owner of 4,843,579 shares of Common Stock as a result of a distribution by Holdings of 4,843,579 shares.

 

17



 

After giving effect to the Transfers, Holdings III-A became the direct beneficial owner of 17,156,116 shares of Common Stock as a result of (i) a distribution by Holdings II of 15,589,564 shares and (ii) a distribution by Holdings III of 986,908 shares.

 

 

Item 5.

Interest in Securities of the Issuer

 

Items 5(a) and 5(b) are amended and restated to read as follows:

 

(a) To the knowledge of the Reporting Persons, as of September 30, 2011, there are 72,530,256 shares issued and outstanding.

 

As of the date hereof, (i) Holdings III-A directly owns 17,156,116 shares of Common Stock, representing approximately 23.65%** of the number of outstanding shares of Common Stock, (ii) POF Domestic Holdings directly owns 4,843,579 shares of Common Stock, representing 6.68%** of the number of outstanding shares of Common Stock, and (iii) POF Foreign Holdings directly owns 455,532 shares, representing 0.63% of the number of outstanding shares of Common Stock.

 

Capital Management, in its capacity as manager Holdings III-A, POF Domestic Holdings and POF Foreign Holdings (together, the “OCM Entities”) has the ability to direct the management of each of the OCM Entities’ business, including the power to direct the decisions of each of the OCM Entities regarding the vote and disposition of securities held by each of the OCM Entities; therefore, Capital Management may be deemed to have indirect beneficial ownership of 22,455,227 shares of Common Stock (approximately 30.96%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

OHI, in its capacity as general partner of Capital Management, has the ability to direct the management of Capital Management’s business, including the power to direct the decisions of Capital Management regarding the vote and disposition of securities held by the OCM Entities; therefore, Capital Management may be deemed to have indirect beneficial ownership of the 22,455,227 shares of Common Stock (approximately 30.96%** of the Common Stock ) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

OCG, in its capacity as sole shareholder of OHI, has the ability to appoint and remove directors of OHI and as such, may indirectly control the decisions of OHI regarding the vote and disposition of securities held by the OCM Entities; therefore, OCG may be deemed to have indirect beneficial ownership of the 22,455,227 shares of Common Stock (approximately 30.96%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

OCGH LP, in its capacity as the majority holder of the voting units of OCG, has the ability to appoint and remove directors of OCG and as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by the OCM Entities; therefore, OCGH LP may be deemed to have indirect beneficial ownership of the 22,455,227 shares of Common Stock (approximately 30.96%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

OCGH GP, in its capacity as the general partner of OCGH LP, has the ability to direct the management of OCGH LP’s business, including the power to direct the decisions of OCGH LP regarding the vote and

 

18



 

disposition of securities held by the OCM Entities; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the 22,455,227 shares of Common Stock (approximately 30.96%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

POF II, in its capacity as a member of Holdings III-A, POF Domestic Holdings and POF Foreign Holdings, may be deemed to have a direct pecuniary interest in 22,455,227 shares of Common Stock (approximately 30.96%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by OCM Entities.

 

POF III, in its capacity as a member of Holdings III-A, POF Domestic Holdings and POF Foreign Holdings, may be deemed to have a direct pecuniary interest in 22,455,227 shares of Common Stock (approximately 30.96%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

Fund III GP, in its capacity as general partner of POF III, may be deemed to have an indirect beneficial ownership of 22,455,227 shares of Common Stock (approximately 30.96%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

Oaktree GP, in its capacity as general partner of POF II and Fund III GP, may be deemed to have an indirect beneficial ownership of 22,455,227 shares of Common Stock (approximately 30.96%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

Oaktree LP, in its capacity as general partner of Oaktree GP, may be deemed to have an indirect beneficial ownership of 22,455,227shares of Common Stock (approximately 30.96%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

OCM Holdings, in its capacity as general partner of Oaktree LP, may be deemed to have an indirect beneficial ownership of 22,455,227 shares of Common Stock (approximately 30.96%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

OHL, in its capacity as managing member of OCM Holdings, may be deemed to have an indirect beneficial ownership of 22,455,227 shares of Common Stock (approximately 30.96%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

In addition, Indigo Florida L.P. (“Indigo Florida”) and Indigo Miramar LLC (“Indigo Miramar,” and together with Indigo Florida, the “Indigo Investors”), which also comprise a “group” with the Reporting Persons as a result of the Stockholders Agreement described in Item 6, own in the aggregate 15,237,954 shares of Common Stock.  The Indigo Investors beneficially own in the aggregate approximately 21.0%** of the Common Stock.

 

(b) With respect to the shares of Common Stock reported herein, each of Holdings III-A, POF Domestic Holdings, Capital Management, OHI, OCG, OCGH LP and OCGH GP may be deemed to have sole voting and dispositive power to direct the vote and disposition of the shares of Common Stock which such Reporting Person may be deemed to beneficially own as set forth above.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than Holdings III-A and POF Domestic Holdings, or by any of the Covered Persons that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of

 

19



 

Section 13(d) of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than Holdings III-A and POF Domestic Holdings, and each Covered Person.

 


** This percentage assumes that all outstanding Shares of the Issuer are shares of voting common stock. If shares of non-voting common stock of the Issuer are issued in exchange for presently outstanding Shares, this percentage would be slightly higher.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Original Schedule 13D is hereby amended and supplemented by deleting the section entitled “Lock-Up Agreements” in its entirety and adding the following paragraphs.

 

Registration Statement

 

On December 6, 2011, the Issuer filed a Registration Statement on Form S-1 under the Securities Act of 1933, as amended.  Holdings III-A, POF Domestic Holdings and POF Foreign Holdings may elect to sell shares of the Issuer under such Registration Statement pursuant to the rights granted in the Investor Rights Agreement and, in the event of any such sale, would enter into an underwriting arrangement on customary terms.

 

Transfer of Limited Liability Company Interests

 

On December 29, 2011 POF II and POF III entered into an agreement transferring their limited liability company interests in Holdings II, in the case of POF II, and Holdings II and Holdings III, in the case of POF III, to Holdings III-A.

 

Stock Distribution and Assignment Agreements

 

On December 29, 2011, the Transferring LLCs and entities that were managed by Capital Management and in which POF II and POF III were members entered into distribution agreements with each of their respective members, which provided for (i) the pro rata distribution of the Shares of Common Stock then owned by such transferring entity to each of its members, for no consideration in connection with the winding up of the Transferring LLC’s affairs and (ii) the assignment of the Transferring LLC’s rights under a tax receivable agreement which provided for the Issuer to pay the Transferring LLC certain tax benefit payments as an owner of the Common Stock.

 

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit 1:       A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

Exhibit 2:       Transfer of Limited Liability Company Interest Agreement by and among OCM Principal Opportunities Fund II, L,P., OCM Principal Opportunities Fund III, L.P. and OCM Spirit Holdings III-A, LLC.

 

20



 

Exhibit 3:        Stock Distribution and Assignment Agreement by and among OCM Spirit Holdings, LLC and its members.

 

Exhibit 4:        Stock Distribution and Assignment Agreement by and among OCM Spirit Holdings II, LLC and its members.

 

Exhibit 5:        Stock Distribution and Assignment Agreement by and among OCM Spirit Holdings III, LLC and its members.

 

21



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date:  January 3, 2012

 

 

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

 

22



 

 

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

 

 

 

 

 

OCM SPIRIT HOLDINGS III-A, LLC

 

 

 

By:

Oaktree Capital Management, L.P.,

 

Its:

Manager

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Managing Director

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Senior Vice President

 

 

 

 

 

POF SPIRIT DOMESTIC HOLDINGS, LLC

 

 

 

By:

Oaktree Capital Management, L.P.,

 

Its:

Manager

 

 

 

 

 

 

 

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

 

23



 

 

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

 

 

 

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

 

24



 

 

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

 

25


EX-1 2 a11-32310_1ex1.htm EX-1

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.  Each of the undersigned  acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated as of January 3, 2012.

 

 

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

 

 

 

 

 

 

 

OCM SPIRIT HOLDINGS III-A, LLC

 

 

 

By: Oaktree Capital Management, L.P.,

 

Its: Manager

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

Name:

Emily Alexander

 

Title:

Managing Director

 

 

 

 

By:

/s/ Martin Boskovich

 

Name:

Martin Boskovich

 

Title:

Senior Vice President

 

 

 

 

 

 

 

POF SPIRIT DOMESTIC HOLDINGS, LLC

 

 

 

By: Oaktree Capital Management, L.P.,

 

Its: Manager

 

 

 

 

 

 

 

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, 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

 

 

 

 

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

 


EX-2 3 a11-32310_1ex2.htm EX-2

Exhibit 2

 

TRANSFER OF LIMITED LIABILITY COMPANY INTEREST AGREEMENT

 

This TRANSFER OF LIMITED LIABILITY COMPANY INTEREST AGREEMENT dated as of December 29, 2011 (as amended, modified or supplemented from time to time, this “Transfer Agreement”), is entered into by and between OCM Principal Opportunities Fund II, L,P. (“OCM POF II”), OCM Principal Opportunities Fund III, L,P. (“OCM POF III” and together with OCM POF II, the “Transferors”) and OCM Spirit Holdings III-A, LLC (the “Transferee”).

 

RECITALS

 

WHEREAS, Transferors hold certain membership interests in OCM Spirit Holdings II, LLC, a Delaware limited liability company (the “Holdings II”) pursuant to the Amended and Restated Limited Liability Company Agreement of OCM Spirit Holdings II, LLC, dated as of July 13, 2006 (the “Holdings II LLCA”); and

 

WHEREAS, OCM POF III holds certain membership interests in OCM Spirit Holdings III, LLC, a Delaware limited liability company (the “Holdings III”) pursuant to the Limited Liability Company Agreement of OCM Spirit Holdings III, LLC, dated as of July 13, 2006 (the “Holdings III LLCA” and together with the Holdings II LLCA, the “LLCAs; terms used in this Transfer Agreement without definition shall have the respective meanings ascribed to them in the applicable LLCA); and

 

WHEREAS, (i) Transferors desire to transfer all of their rights, obligations and other interests as Members in Holdings II (the “Holdings II Membership Interests”) and (ii) OCM POF III desires to transfer all of its rights, obligations and other interests as a Member in Holdings III (the “Holdings III Membership Interests,” and together with the Holdings II Membership Interests, the “Membership Interests”), in each case to Transferee, and Transferee desires to accept such transfer of the Membership Interests pursuant to Section 4.3 of the LLCAs; and

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

 

1.               Transfer.  Each Transferor does hereby conveys, assigns, transfers and delivers all of its right, title and interest in and to the applicable Membership Interests, and all of its rights, claims and causes of action related thereto, free and clear of all liens, security interests, restrictions, charges, claims and encumbrances, other than any transfer restrictions under the LLCAs, to the Transferee in the amounts set forth on Schedule A hereto.

 

2.               Agreement to be Bound.  Transferee hereby agrees to be bound by the terms of the applicable LLCA, and hereby assumes all obligations of the Transferors under the applicable LLCA, in respect of the Membership Interests.

 

3.               Substitution; Admission.  Effective as of the date hereof, the Transferee, by execution and delivery of this Transfer Agreement, shall become a Member of Holdings II and Holdings III in substitution of Transferors and shall succeed to the rights and liabilities of such Transferor and the capital accounts and capital contributions of such Transferor under the applicable LLCA.

 

1



 

4.               Miscellaneous

 

(a)                                  Enforceability.  This Transfer Agreement and the rights of the parties hereunder shall be binding upon, inure to the benefit of and are enforceable by, the parties hereto and their respective successors and permitted assigns.

 

(b)                                 Further Assurances.  Transferee agrees to execute and deliver to Transferors such additional documents or instruments as Transferors reasonably may request in order to (i) fully effect the purposes and intent of, and the transactions contemplated by, this Transfer Agreement and (ii) accomplish any other object of the Transferors with respect to the Membership Interests of such Transferor or Holdings II or Holdings III, as applicable.

 

(c)                                  Counterparts.  This Transfer Agreement may be separately executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Transfer Agreement.

 

(d)                                 Governing Law.  This Transfer Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to a contract executed and performed in such State without giving effect to the conflicts of laws principles thereof.

 

(e)                                  Waivers; Amendments.  Neither this Transfer Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Transferors and Transferee.

 

(f)                                    Severability.  If any provision of this Transfer Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Transfer Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Transfer Agreement

 

[Remainder of the Page Intentionally Blank]

 

2



 

IN WITNESS WHEREOF, each of the parties hereto have executed this Transfer Agreement as of the date first above written.

 

 

TRANSFERORS:

 

 

 

OCM PRINCIPAL OPPORTUNITIES FUND II, L.P.

 

 

 

By: Oaktree Fund GP I, L.P.

 

Its: General Partner

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

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:

 

 

 

Name:

 

 

Title:

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

TRANSFEREE:

 

 

 

OCM SPIRIT HOLDINGS III-A, LLC

 

 

 

By: Oaktree Capital Management, L.P.

 

Its: Manager

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[SIGNATURE PAGE TO TRANSFER AGREEMENT]

 



 

Schedule A

 

OCM Spirit Holdings II, LLC

 

Transferors

 

Transferee

 

Percentage Interest
Transferred to
Transferee

 

OCM PRINCIPAL OPPORTUNITIES FUND II, L.P.

 

c/o Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attn: Cass Traub

 

OCM SPIRIT HOLDINGS III-A, LLC

 

c/o Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attn: Cass Traub

 

28

%

OCM PRINCIPAL OPPORTUNITIES FUND III, L.P.

 

c/o Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attn: Cass Traub

 

OCM SPIRIT HOLDINGS III-A, LLC

 

c/o Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attn: Cass Traub

 

47.7

%

Total

 

 

 

75.7

%

 

OCM Spirit Holdings III, LLC

 

Transferor

 

Transferee

 

Percentage Interest
Transferred to
Transferee

 

OCM PRINCIPAL OPPORTUNITIES FUND III, L.P.

 

c/o Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attn: Cass Traub

 

OCM SPIRIT HOLDINGS III-A, LLC

 

c/o Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attn: Cass Traub

 

75.9

%

 


 

EX-3 4 a11-32310_1ex3.htm EX-3

Exhibit 3

 

STOCK DISTRIBUTION AND ASSIGNMENT AGREEMENT

 

THIS STOCK DISTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of December 29, 2011 (the “Effective Date”), by and among OCM SPIRIT HOLDINGS, LLC, a Delaware limited liability company (“Transferor”) and the members listed on the signature pages hereto (collectively, “Transferees”).  Capitalized terms that are used but are not otherwise defined herein shall have the meanings given to them in the Limited Liability Company Agreement of Transferor, dated as of February 20, 2004, as amended pursuant to that First Amendment to the Limited Liability Company Agreement of OCM Spirit Holdings, LLC on April 26, 2005, further amended pursuant to that Second Amendment to the Limited Liability Company Agreement of OCM Spirit Holdings, LLC entered into as of August 30, 2005, and further amended by that Amendment to the Limited Liability Company Agreement, dated as of December 29, 2011 (as amended, “LLCA”).

 

WHEREAS, Article V of the LLCA authorizes the dissolution, winding up and termination of the Transferor upon the occurrence of an initial public offering by Spirit Airlines, Inc. (the “Company”).

 

WHEREAS, the Company completed its initial public offering on June 1, 2011.

 

WHEREAS, the manager of the Transferor has determined to dissolve, wind-up and terminate the Transferor in accordance with the provisions of the LLCA, and make such member distributions in accordance with the terms and provisions of the LLCA.

 

WHEREAS, in accordance with the member distribution provisions of the LLCA, the Transferor desires to transfer to the Transferees, and the Transferees desire to accept and acquire from Transferor, the common stock, par value $0.0001 per share, of the Company in the amounts set forth opposite each Transferee’s name on Schedule A hereto (collectively, the “Shares”), upon the terms and subject to the conditions of this Agreement.

 

WHERAS, Transferor is a beneficiary under that certain Tax Receivable Agreement, dated as of June 1, 2011 (the “TRA”), between the Company, OCM FIE LLC, a Delaware limited liability company (“OCM FIE”), and Indigo Pacific Partners LLC, a Delaware limited liability company (“Indigo”), pursuant to which the Company agreed to pay the Transferor 10.9401327% of certain tax benefit payments as an owner of the Shares (the “Transferor Tax Benefit”).

 

WHEREAS, the TRA restricts the ability of the Transferor to assign its rights under the TRA without the consent of the Company and each of the Stockholder Representatives (as such term is defined in the TRA).

 

WHEREAS, pursuant that certain Transfer Agreement, dated as of June 1, 2011, made by and between the Company, the Transferor, OCM Spirit Holdings II, LLC, a Delaware limited liability company (“Holdings II”), OCM Spirit Holdings III, LLC, a Delaware limited liability company (“Holdings III”), OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“Holdings III-A”), POF Spirit Foreign Holdings, LLC a Delaware limited liability company (“Foreign Holdings” and together with the Transferor, Holdings II, Holdings III and Holdings III-A, the “Oaktree Stockholders”), OCM FIE, and Indigo, each of the Company and the Stockholder Representatives agreed to consent to the transfer of the rights of each of the Oaktree Stockholders (including the Transferor) under the TRA to the respective members of such Oaktree Stockholder (including the Transferees).

 

WHEREAS, Transferor desires to assign its rights to receive the Transferor Tax Benefit under the TRA to the Transferees in connection with the distribution of Shares.

 

1



 

NOW, THEREFORE, the parties hereto agree as follows:

 

1.             Transfer of Shares.  Transferor hereby irrevocably transfers, conveys, assigns and delivers to the Transferees all of Transferor’s right, title and interest in the number of Shares set forth opposite such Transferee’s name on Schedule A attached hereto, as a member distribution to the Transferees pursuant to Article III of the LLCA; provided that a portion of the Shares being distributed to Par Investment Partners, L.P. will be non-voting Shares of the Company.  The transactions contemplated by this Section 1 shall be effective as of the date of this Agreement. Each Transferee other than POF Spirit Domestic Holdings, LLC hereby agrees that the Shares that it receives in connection herewith shall not be entitled to either demand or piggyback registration rights under that Second Amended and Restated Investor Rights Agreement, as amended, dated July 13, 2006, among the Company and the other investors party thereto and shall have no further registration rights thereunder and acknowledges and agrees that the Company is entitled to rely on the agreement set forth in this sentence as an intended third party beneficiary and to enforce the provisions of this sentence as if it were a party to this Agreement.

 

1.1           Book-Entry Transfer.  Transferor shall take commercially reasonable steps to cause the Company and the Company’s transfer agent to make a book-entry transfer to the accounts designated by the Transferees in writing of the number of Shares set forth opposite the name of such Transferee on Schedule A attached hereto following the distribution of the Shares to the Transferees pursuant to the terms hereof.

 

2.             Representation of Transferees.  Each Transferee (other than Par Investment Partners, L.P. and Randolph Street Partners VI) hereby represents that it is a “citizen of the United States” or an entity that otherwise qualifies as a citizen of the United States within the meaning of Section 40102(a)(15) of Title 49, U.S.C., as amended, and agrees that such representation may be relied on by the Company without further independent verification for purposes of maintaining the Company’s records with respect its foreign stock record.

 

3.             Assignment.  The Transferor hereby assigns to each Transferee the right to receive payment of a portion of the Transferor Tax Benefit in an amount equal to the percentage set forth opposite such Transferee’s name on Schedule A attached hereto multiplied by the Transferor Tax Benefit payable pursuant to the TRA as of the Effective Date.

 

4.             Miscellaneous.

 

4.1           Entire Agreement.  This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such document.

 

4.2           Governing Law; Jurisdiction.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

 

4.3           Further Assurances.  Each Transferor and Transferee agrees to execute, acknowledge and deliver all such further certificates, instruments and other documents, and to take all such further action as may be necessary or appropriate to effectuate the intent and purposes, and carry out the terms, of this Agreement and to satisfy each other condition to the obligations of the other parties contained in this Agreement.

 

2



 

4.4           Waivers; Amendments.  Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by each Transferor and Transferee.

 

4.5           Severability.  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

 

4.6           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one instrument.

 

[Signature page follows]

 

3



 

IN WITNESS WHEREOF, the parties have executed this Stock Distribution and Assignment Agreement as of the date first written above.

 

 

TRANSFEROR:

 

 

 

OCM SPIRIT HOLDINGS, LLC

 

 

 

By: Oaktree Capital Management, L.P.

 

Its: Manager

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

TRANSFEREES:

 

 

 

POF SPIRIT DOMESTIC HOLDINGS, LLC

 

 

 

By: Oaktree Capital Management, L.P.

 

Its: Manager

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

Signature Page to Stock Distribution Agreement

 



 

SUSHC, LLC

 

 

 

By:

 

 

 

Name:

Joseph F. Mazzella

 

 

Title:

Managing Member

 

 

5



 

TYLERIP LLC

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

6



 

PAR INVESTMENT PARTNERS, L.P.

 

By: PAR Group, L.P.

Its: General Partner

 

By: PAR Capital Management, Inc.

Its: General Partner

 

By:

 

 

 

Name:

 

 

Title:

 

 

7



 

RANDOLPH STREET PARTNERS VI

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

8



 

SCHEDULE A

 

Transferee

 

Number of Shares
distributed to
Transferee

 

Percentage of
Transferor Tax
Benefit

 

 

 

 

 

 

 

POF SPIRIT DOMESTIC HOLDINGS, LLC

c/o Oaktree Capital Management, L.P.
333 South Grand Avenue, 28
th Floor
Los Angeles, CA 90071
Attn: Cass Traub

 

4,843,579

 

77.8

%

SUSHC, LLC

c/o Highfields Capital Management
200 Clarendon Street
Boston, MA 02116
Attn: Joseph F. Mazzella

 

1,070,551

 

17.2

%

TYLERIP LLC

c/o Seabury Group LLC
730 Second Avenue South, Suite 730
Minneapolis, MN 55402
Attn: Georgia Dickie

 

44,606

 

0.7

%

PAR INVESTMENT PARTNERS, L.P.

One International Place
Suite 2401
Boston, MA 02110
Attn: Ed Shapiro

 

223,031

 

3.6

%

RANDOLPH STREET PARTNERS VI

300 North LaSalle Street, 10th Floor
Chicago, IL 60654
Attn: Nuala Murray

 

42,376

 

0.7

%

Total:

 

6,224,143

 

100

%

 


EX-4 5 a11-32310_1ex4.htm EX-4

Exhibit 4

 

STOCK DISTRIBUTION AND ASSIGNMENT AGREEMENT

 

THIS STOCK DISTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of December 29, 2011 (the “Effective Date”), by and among OCM SPIRIT HOLDINGS II, LLC, a Delaware limited liability company (“Transferor”) and the members listed on the signature pages hereto (collectively, “Transferees”).  Capitalized terms that are used but are not otherwise defined herein shall have the meanings given to them in the Amended and Restated Limited Liability Company Agreement of Transferor, dated as of July 13, 2006, as amended by that Amendment to the Amended and Restated Limited Liability Company Agreement, dated as of December 29, 2011 (as amended, the “LLCA”).

 

WHEREAS, Article V of the LLCA authorizes the dissolution, winding up and termination of the Transferor upon the occurrence of an initial public offering by Spirit Airlines, Inc. (the “Company”).

 

WHEREAS, the Company completed its initial public offering on June 1, 2011.

 

WHEREAS, the manager of the Transferor has determined to dissolve, wind-up and terminate the Transferor in accordance with the provisions of the LLCA, and make such member distributions in accordance with the terms and provisions of the LLCA.

 

WHEREAS, in accordance with the member distribution provisions of the LLCA, the Transferor desires to transfer to the Transferees, and the Transferees desire to accept and acquire from Transferor, the common stock, par value $0.0001 per share, of the Company in the amounts set forth opposite each Transferee’s name on Schedule A hereto (collectively, the “Shares”), upon the terms and subject to the conditions of this Agreement.

 

WHERAS, Transferor is a beneficiary under that certain Tax Receivable Agreement, dated as of June 1, 2011 (the “TRA”), between the Company, OCM FIE LLC, a Delaware limited liability company (“OCM FIE”), and Indigo Pacific Partners LLC, a Delaware limited liability company (“Indigo”), pursuant to which the Company agreed to pay the Transferor 36.6361334% of certain tax benefit payments as an owner of the Shares (the “Transferor Tax Benefit”).

 

WHEREAS, the TRA restricts the ability of the Transferor to assign its rights under the TRA without the consent of the Company and each of the Stockholder Representatives (as such term is defined in the TRA).

 

WHEREAS, pursuant that certain Transfer Agreement, dated as of June 1, 2011, made by and between the Company, the Transferor, OCM Spirit Holdings, LLC, a Delaware limited liability company (“Holdings”), OCM Spirit Holdings III, LLC, a Delaware limited liability company (“Holdings III”), OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“Holdings III-A”), POF Spirit Foreign Holdings, LLC a Delaware limited liability company (“Foreign Holdings” and together with the Transferor, Holdings II, Holdings III and Holdings III-A, the “Oaktree Stockholders”), OCM FIE, and Indigo, each of the Company and the Stockholder Representatives agreed to consent to the transfer of the rights of each of the Oaktree Stockholders (including the Transferor) under the TRA to the respective members of such Oaktree Stockholder (including the Transferees).

 

WHEREAS, Transferor desires to assign its rights to receive the Transferor Tax Benefit under the TRA to the Transferees in connection with the distribution of Shares.

 

NOW, THEREFORE, the parties hereto agree as follows:

 

1



 

1.             Transfer of Shares.  Transferor hereby irrevocably transfers, conveys, assigns and delivers to the Transferees all of Transferor’s right, title and interest in the number of Shares set forth opposite such Transferee’s name on Schedule A attached hereto, as a member distribution to the Transferees pursuant to Article III of the LLCA.  The transactions contemplated by this Section 1 shall be effective as of the date of this Agreement. Each Transferee other than OCM Spirit Holdings III-A, LLC hereby agrees that the Shares that it receives in connection herewith shall not be entitled to either demand or piggyback registration rights under that Second Amended and Restated Investor Rights Agreement, as amended, dated July 13, 2006, among the Company and the other investors party thereto and shall have no further registration rights thereunder and acknowledges and agrees that the Company is entitled to rely on the agreement set forth in this sentence as an intended third party beneficiary and to enforce the provisions of this sentence as if it were a party to this Agreement.

 

1.1           Book-Entry Transfer.  Transferor shall take commercially reasonable steps to cause the Company and the Company’s transfer agent to make a book-entry transfer to the accounts designated by the Transferees in writing of the number of Shares set forth opposite the name of such Transferee on Schedule A attached hereto following the distribution of the Shares to the Transferees pursuant to the terms hereof.

 

2.             Representation of Transferees.  Each Transferee hereby represents that it is a “citizen of the United States” or an entity that otherwise qualifies as a citizen of the United States within the meaning of Section 40102(a)(15) of Title 49, U.S.C., as amended, and agrees that such representation may be relied on by the Company without further independent verification for purposes of maintaining the Company’s records with respect its foreign stock record.

 

3.             Assignment.  The Transferor hereby assigns to each Transferee the right to receive payment of a portion of the Transferor Tax Benefit in an amount equal to the percentage set forth opposite such Transferee’s name on Schedule A attached hereto multiplied by the Transferor Tax Benefit payable pursuant to the TRA as of the Effective Date.

 

4.             Miscellaneous.

 

4.1           Entire Agreement.  This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such document.

 

4.2           Governing Law; Jurisdiction.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

 

4.3           Further Assurances.  Each Transferor and Transferee agrees to execute, acknowledge and deliver all such further certificates, instruments and other documents, and to take all such further action as may be necessary or appropriate to effectuate the intent and purposes, and carry out the terms, of this Agreement and to satisfy each other condition to the obligations of the other parties contained in this Agreement.

 

4.4           Waivers; Amendments.  Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by each Transferor and Transferee.

 

2



 

4.5           Severability.  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

 

4.6           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one instrument.

 

[Signature page follows]

 

3



 

IN WITNESS WHEREOF, the parties have executed this Stock Distribution and Assignment Agreement as of the date first written above.

 

 

TRANSFEROR:

 

 

 

OCM SPIRIT HOLDINGS II, LLC

 

 

 

By: Oaktree Capital Management, L.P.

 

Its: Manager

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

TRANSFEREES:

 

 

 

OCM SPIRIT HOLDINGS III-A, LLC

 

 

 

By: Oaktree Capital Management, L.P.

 

Its: Manager

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

Signature Page to Stock Distribution Agreement

 



 

SUSHC, LLC

 

 

 

By:

 

 

 

Name:

Joseph F. Mazzella

 

 

Title:

Managing Member

 

 

5



 

TAURUS INVESTMENT PARTNERS LLC

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

6



 

NEVADA SPIRIT, LLC

 

By: Passen Enterprises, LLC

Its: Sole Member

 

By:

 

 

 

Name:

 

 

Title:

 

 

7



 

SCHEDULE A

 

Transferee

 

Number of Shares
distributed to
Transferee

 

Percentage of
Transferor Tax
Benefit

 

OCM SPIRIT HOLDINGS III-A, LLC

c/o Oaktree Capital Management, L.P.
333 South Grand Avenue, 28
th Floor
Los Angeles, CA 90071
Attn: Cass Traub

 

15,589,564

 

75.7

%

SUSHC, LLC

c/o Highfields Capital Management
200 Clarendon Street
Boston, MA 02116
Attn: Joseph F. Mazzella

 

3,117,912

 

15.2

%

TAURUS INVESTMENT PARTNERS LLC

5757 Collins Avenue
Miami, FL 33140
Attn: Jacob Schorr

 

908,241

 

4.4

%

NEVADA SPIRIT, LLC

2700 Lighthouse Point East, Suite 626
Baltimore, Maryland 21224
Attn: Dr. Passen

 

971,076

 

4.7

%

Total:

 

20,586,793

 

100

%

 


EX-5 6 a11-32310_1ex5.htm EX-5

Exhibit 5

 

STOCK DISTRIBUTION AND ASSIGNMENT AGREEMENT

 

THIS STOCK DISTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of December 29, 2011 (the “Effective Date”), by and among OCM SPIRIT HOLDINGS III, LLC, a Delaware limited liability company (“Transferor”) and the members listed on the signature pages hereto (collectively, “Transferees”).  Capitalized terms that are used but are not otherwise defined herein shall have the meanings given to them in the Limited Liability Company Agreement of Transferor, dated as of July 13, 2006, as amended by that Amendment to the Limited Liability Company Agreement, dated as of December 29, 2011 (as amended, the “LLCA”).

 

WHEREAS, Article V of the LLCA authorizes the dissolution, winding up and termination of the Transferor upon the occurrence of an initial public offering by Spirit Airlines, Inc. (the “Company”).

 

WHEREAS, the Company completed its initial public offering on June 1, 2011.

 

WHEREAS, the manager of the Transferor has determined to dissolve, wind-up and terminate the Transferor in accordance with the provisions of the LLCA, and make such member distributions in accordance with the terms and provisions of the LLCA.

 

WHEREAS, in accordance with the member distribution provisions of the LLCA, the Transferor desires to transfer to the Transferees, and the Transferees desire to accept and acquire from Transferor, the common stock, par value $0.0001 per share, of the Company in the amounts set forth opposite each Transferee’s name on Schedule A hereto (collectively, the “Shares”), upon the terms and subject to the conditions of this Agreement.

 

WHERAS, Transferor is a beneficiary under that certain Tax Receivable Agreement, dated as of June 1, 2011 (the “TRA”), between the Company, OCM FIE LLC, a Delaware limited liability company (“OCM FIE”), and Indigo Pacific Partners LLC, a Delaware limited liability company (“Indigo”), pursuant to which the Company agreed to pay the Transferor 2.2853859% of certain tax benefit payments as an owner of the Shares (the “Transferor Tax Benefit”).

 

WHEREAS, the TRA restricts the ability of the Transferor to assign its rights under the TRA without the consent of the Company and each of the Stockholder Representatives (as such term is defined in the TRA).

 

WHEREAS, pursuant that certain Transfer Agreement, dated as of June 1, 2011, made by and between the Company, the Transferor, OCM Spirit Holdings, LLC, a Delaware limited liability company (“Holdings”), OCM Spirit Holdings II, LLC, a Delaware limited liability company (“Holdings II”), OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“Holdings III-A”), POF Spirit Foreign Holdings, LLC a Delaware limited liability company (“Foreign Holdings” and together with the Transferor, Holdings, Holdings II and Holdings III-A, the “Oaktree Stockholders”), OCM FIE, and Indigo, each of the Company and the Stockholder Representatives agreed to consent to the transfer of the rights of each of the Oaktree Stockholders (including the Transferor) under the TRA to the respective members of such Oaktree Stockholder (including the Transferees).

 

WHEREAS, Transferor desires to assign its rights to receive the Transferor Tax Benefit under the TRA to the Transferees in connection with the distribution of Shares.

 

NOW, THEREFORE, the parties hereto agree as follows:

 

1



 

1.             Transfer of Shares.  Transferor hereby irrevocably transfers, conveys, assigns and delivers to the Transferees all of Transferor’s right, title and interest in the number of Shares set forth opposite such Transferee’s name on Schedule A attached hereto, as a member distribution to the Transferees pursuant to Article III of the LLCA.  The transactions contemplated by this Section 1 shall be effective as of the date of this Agreement. Each Transferee other than OCM Spirit Holdings III-A, LLC hereby agrees that the Shares that it receives in connection herewith shall not be entitled to either demand or piggyback registration rights under that Second Amended and Restated Investor Rights Agreement, as amended, dated July 13, 2006, among the Company and the other investors party thereto and shall have no further registration rights thereunder and acknowledges and agrees that the Company is entitled to rely on the agreement set forth in this sentence as an intended third party beneficiary and to enforce the provisions of this sentence as if it were a party to this Agreement.

 

1.1           Book-Entry Transfer.  Transferor shall take commercially reasonable steps to cause the Company and the Company’s transfer agent to make a book-entry transfer to the accounts designated by the Transferees in writing of the number of Shares set forth opposite the name of such Transferee on Schedule A attached hereto following the distribution of the Shares to the Transferees pursuant to the terms hereof.

 

2.             Representation of Transferees.  Each Transferee hereby represents that it is a “citizen of the United States” or an entity that otherwise qualifies as a citizen of the United States within the meaning of Section 40102(a)(15) of Title 49, U.S.C., as amended, and agrees that such representation may be relied on by the Company without further independent verification for purposes of maintaining the Company’s records with respect its foreign stock record.

 

3.             Assignment.  The Transferor hereby assigns to each Transferee the right to receive payment of a portion of the Transferor Tax Benefit in an amount equal to the percentage set forth opposite such Transferee’s name on Schedule A attached hereto multiplied by the Transferor Tax Benefit payable pursuant to the TRA as of the Effective Date.

 

4.             Miscellaneous.

 

4.1           Entire Agreement.  This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such document.

 

4.2           Governing Law; Jurisdiction.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

 

4.3           Further Assurances.  Each Transferor and Transferee agrees to execute, acknowledge and deliver all such further certificates, instruments and other documents, and to take all such further action as may be necessary or appropriate to effectuate the intent and purposes, and carry out the terms, of this Agreement and to satisfy each other condition to the obligations of the other parties contained in this Agreement.

 

4.4           Waivers; Amendments.  Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by each Transferor and Transferee.

 

2



 

4.5           Severability.  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

 

4.6           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one instrument.

 

[Signature page follows]

 

3



 

IN WITNESS WHEREOF, the parties have executed this Stock Distribution and Assignment Agreement as of the date first written above.

 

 

TRANSFEROR:

 

 

 

OCM SPIRIT HOLDINGS III, LLC

 

 

 

By: Oaktree Capital Management, L.P.

 

Its: Manager

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

TRANSFEREES:

 

 

 

OCM SPIRIT HOLDINGS III-A, LLC

 

 

 

By: Oaktree Capital Management, L.P.

 

Its: Manager

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

Signature Page to Stock Distribution Agreement

 



 

SUSHC, LLC

 

 

 

By:

 

 

 

Name:

Joseph F. Mazzella

 

 

Title:

Managing Member

 

 

5



 

SCHEDULE A

 

Transferee

 

Number of Shares
distributed to
Transferee

 

Percentage of
Transferor Tax Benefit

 

OCM SPIRIT HOLDINGS III-A, LLC

c/o Oaktree Capital Management, L.P.
333 South Grand Avenue, 28
th Floor
Los Angeles, CA 90071
Attn: Cass Traub

 

986,908

 

75.9

%

SUSHC, LLC

c/o Highfields Capital Management
200 Clarendon Street
Boston, MA 02116
Attn: Joseph F. Mazzella

 

313,311

 

24.1

%

Total:

 

1,300,219

 

100

%