UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events |
As previously disclosed, as part of the payroll support program (the “PSP”) under Division A, Title IV, Subtitle B of The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), on April 20, 2020, Spirit Airlines, Inc. (the “Company”) entered into a payroll support program agreement, with the United States Department of the Treasury (together with its permitted assignees, the “U.S. Treasury”), pursuant to which the Company received a total of $334.7 million through July 31, 2020, to be used exclusively to pay for salaries, wages and benefits for the Company’s employees through September 30, 2020. On October 2, 2020, the U.S. Treasury provided the Company with an additional disbursement under the PSP of $9.7 million.
In connection with the additional disbursement, on October 2, 2020, the Company issued to the U.S. Treasury (i) a 10-year note in a principal amount of $2.91 million (the terms of which are described in Note 13 of the Company’s unaudited financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020) and (ii) a warrant to purchase 20,646 shares of the Company’s common stock (the “Warrant”) in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. The Warrant may be exercised at an exercise price of $14.08 at any time prior to the fifth anniversary of its issuance. The material terms of the Warrant are described in the Form of Warrant, which is attached hereto as Exhibit 4.1.
Pursuant to the terms of the Warrant Agreement, dated as of April 20, 2020, between the Company and the U.S. Treasury, the Company must register the resale of the Warrant and the shares of common stock issuable upon exercise of the Warrant. The Company intends to file a prospectus supplement to its shelf registration statement on Form S-3 (File No. 333-223127), which became effective upon filing with the Securities and Exchange Commission on February 21, 2018, to register the resale of the Warrant and the shares of common stock issuable upon exercise of the Warrant. The Company will not receive any proceeds from the sale of the Warrant or the shares of common stock issuable upon exercise of the Warrant. The opinion of Debevoise & Plimpton LLP, relating to the validity of the Warrant and the shares of common stock issuable upon exercise of the Warrant, is filed as Exhibit 5.1 hereto.
| ITEM 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 4.1 | Form of Warrant to Purchase Common Stock dated October 2, 2020. | |
| 5.1 | Opinion of Debevoise & Plimpton LLP. | |
| 23.1 | Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1 hereto). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPIRIT AIRLINES, INC. | ||||||
| Date: October 8, 2020 | By: | /s/ Thomas Canfield | ||||
| Name: | Thomas Canfield | |||||
| Title: | Senior Vice President and General Counsel | |||||