On November 17, 2022, the Company completed the private offering by Spirit IP Cayman Ltd., an indirect wholly-owned subsidiary of the Company (the “Brand Issuer”), and Spirit Loyalty Cayman Ltd., an indirect wholly-owned subsidiary of the Company (the “Loyalty Issuer” and, together with the Brand Issuer, the “Issuers”) of an aggregate of $600.0 million principal amount of 8.00% senior secured notes due 2025 (the “Additional Notes”). The Issuers had previously issued 8.00% Senior Secured Notes due 2025 in an aggregate principal amount of $850.0 million pursuant to an indenture, dated September 17, 2020 (the “Existing Indenture”), of which $340.0 million were redeemed on May 10, 2021 (the “Existing Notes”). The Additional Notes will be treated as a single series of senior secured debt securities with the Existing Notes and as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

The Additional Notes are guaranteed by the Company, HoldCo 1, a direct wholly owned subsidiary of the Company and HoldCo 2, a direct subsidiary of HoldCo 1 and indirect wholly owned subsidiary of the Company. HoldCo 1 and HoldCo 2 are referred to together as the "Cayman Guarantors, The Additional Notes will be secured by, among other things, a first priority lien on the core assets of the Company’s loyalty programs (comprised of cash proceeds from its Free Spirit co-branded credit card programs, its Spirit Saver$ Club® program membership fees, and certain intellectual property required or necessary to operate the loyalty programs) as well as the Company’s brand intellectual property.

The Additional Notes will mature on September 20, 2025 and bear interest at a rate of 8.00% per annum, payable in quarterly installments on January 20, April 20, July 20 and October 20 of each year, beginning January 20, 2023. During the twelve months ended December 31, 2022, the Company received proceeds of $581.0 million, net of issuance costs of $10.0 million and original issue discount of $9.0 million, related to this private offering. The Additional Notes are secured on a senior basis by first-priority security interests in substantially all of the assets of the Issuers, other than excluded property and subject to certain permitted liens.

On March 30, 2020, the Company entered into a revolving credit facility for $110.0 million, with an option to increase the overall commitment amount up to $350.0 million with the consent of any participating lenders and subject to borrowing base availability. In the second quarter of 2020, the commitment was increased to $180.0 million and during the first quarter of 2021, the commitment was further increased to $240.0 million. In addition, during the fourth quarter of 2022, the commitment was increased to $300.0 million and the credit agreement was amended to implement SOFR as a successor interest rate to LIBOR. As of December 31, 2022 and December 31, 2021, the Company had $300.0 million and $240.0 million, respectively, undrawn and available under its revolving credit facility. Any amounts drawn on this facility are included in long-term debt and finance leases, less current maturities on the Company's consolidated balance sheets. The final maturity of the facility is March 30, 2024.

The Company may pledge the following types of assets as collateral to secure its obligations under the revolving credit facility: (i) certain take-off and landing rights of the Company at LaGuardia Airport, (ii) certain eligible aircraft spare parts and ground support equipment, (iii) aircraft, spare engines and flight simulators, (v) real property assets and (vi) cash and cash equivalents. The revolving credit facility bears variable interest based on SOFR, plus a 2.00% margin per annum, or another rate, at the Company's election, based on certain market interest rates, plus a 1.00% margin per annum, in each case with a floor of 0%.

The 2024 revolving credit facility requires the Company to maintain (i) so long as any loans or letters of credit are outstanding under the 2024 revolving credit facility, unrestricted cash, cash equivalents, short-term investment securities and unused commitments available under all revolving credit facilities (including the 2024 revolving credit facility) aggregating not less than $400.0 million, of which no more than $200.0 million may be derived from unused commitments under the 2024 revolving credit facility, (ii) a minimum ratio of the borrowing base of the collateral described above (determined as the sum of a specified percentage of the appraised value of each type of such collateral) to outstanding obligations under the 2024 revolving credit facility of not less than 1.0 to 1.0 (if the Company does not meet the minimum collateral coverage ratio, it must either provide additional collateral to secure its obligations under the 2024 revolving credit facility or repay the loans under the 2024 revolving credit facility by an amount necessary to maintain compliance with the collateral coverage ratio), and (iii) at any time following the date that is one month after the effective date of the 2024 revolving credit facility, the pledged take-off and landing rights of the Company at LaGuardia Airport and a specified number of spare engines in the collateral described above so long as any loans or letters of credit are outstanding under the 2024 revolving credit facility.

Noteholders may convert their notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; and (4) at any time from, and including, February 18, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. As of December 31, 2022, the notes may be converted by noteholders through March 31, 2023.

Based on the terms of the indenture, upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. However, based on the terms of the Frontier Merger Agreement executed on February 5, 2022 (the Frontier Merger Agreement date), upon conversion of any convertible notes due 2025 through the closing or termination of the Frontier Merger, the conversion value, including the principal amount, were to be paid all in shares of the Company's common stock. On July 27, 2022, the Frontier Merger Agreement was terminated; however, on July 28, 2022, the Company entered into the Merger Agreement with JetBlue. Based on the terms of the Merger Agreement with JetBlue, upon conversion of any convertible notes due 2025 through the closing or termination of the Merger Agreement with JetBlue, the conversion value, including the principal amount, will be paid all in shares of the Company's common stock. The initial conversion rate is 78.4314 shares of voting common stock per $1,000 principal amount of convertible notes (equivalent to an initial conversion price of approximately $12.75 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. Due to the payment of the Approval Prepayment Amount on October 26, 2022 and the Additional Approval Prepayment Amount paid on January 31, 2023, on January 24, 2023, the Company announced an adjustment to the conversion rate of its convertible senior notes due 2025. The conversion rate was adjusted from 78.4314 shares to 88.7598 shares of voting common stock per $1,000 principal amount of convertible notes (equivalent to an initial conversion price of approximately $11.27 per share of common stock).

During 2022, $2.8 million of the Company's convertible notes due 2025 were converted to 217,304 shares of the Company's voting common stock. As of December 31, 2022, the Company had recorded $2.7 million, net of issuance costs and common stock, in additional paid-in-capital on its consolidated balance sheets as of December 31, 2022 related to the conversion of these notes. Since the notes are currently convertible in accordance with the terms of the indenture governing such notes, the Company had $25.4 million recorded within current maturities of long-term debt and finance leases on its consolidated balance sheets as of December 31, 2022 related to its convertible notes due 2025. As of December 31, 2022, the if-converted value exceeds the principal amount of the convertible notes due 2025 by $18.9 million using the average stock price for the twelve months ended December 31, 2022.

Noteholders may convert their notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls such notes for redemption; and (5) at any time from, and including, February 17, 2026 until the close of business on the second scheduled trading day immediately before the maturity date. As of December 31, 2022, the notes did not qualify for conversion by noteholders through March 31, 2023.

Based on the terms of the indenture, the Company will have the right to elect to settle conversions in cash or a combination of cash and shares of common stock. Upon conversion of any notes, the Company will pay the conversion value in cash up to at least the principal amount of the notes being converted. However, based on the terms of the Frontier Merger Agreement executed on February 5, 2022 (the Frontier Merger Agreement date), upon conversion of any convertible notes due 2026 through the closing or termination of the Frontier Merger, the conversion value, including the principal amount, were to be paid all in cash. On July 27, 2022, the Frontier Merger Agreement was terminated; however, on July 28, 2022, the Company entered into the Merger Agreement with JetBlue. Based on the terms of the Merger Agreement with JetBlue, upon conversion of any convertible notes due 2026 through the closing or termination of the Merger Agreement with JetBlue, the conversion value, including the principal amount, will be paid all in cash. The conversion value will be determined over an observation period consisting of 40 trading days. The initial conversion rate is 20.3791 shares of voting common stock per $1,000 principal amount of convertible notes (equivalent to an initial conversion price of approximately $49.07 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. Due to the payment of the Approval Prepayment Amount on October 26, 2022 and the Additional Approval Prepayment Amount paid on January 31, 2023, on January 24, 2023, the Company announced an adjustment to the conversion rate of its convertible senior notes due 2026. The conversion rate was adjusted from 20.3791 shares to 23.0627 shares of voting common stock per $1,000 principal amount of convertible notes (equivalent to an initial conversion price of approximately $43.36 per share of common stock).

The Frontier Merger Agreement and the Merger Agreement with JetBlue include settlement terms for any conversion of the convertible notes due 2026, as described above, that cause the conversion option, which is an embedded derivative, not to qualify for the derivative accounting scope exception provided under ASC 815. As such, the Company bifurcated the fair value of the conversion option of the convertible senior notes due 2026 as a derivative liability with subsequent changes in fair value recorded in earnings. As of February 5, 2022, which is the date the terms of the convertible notes were modified by the Frontier Merger Agreement, the Company recorded the fair value of the embedded derivative of $49.5 million as a derivative liability within deferred gains and other long-term liabilities and a debt discount within long-term debt and finance leases, less current maturities on its consolidated balance sheets. The debt discount will continue to be amortized through interest expense, using the effective interest rate method, over the remaining life of the instrument. The fair value of the conversion option did not materially change upon the termination of the Frontier Merger Agreement on July 27, 2022 and the execution of the Merger Agreement with JetBlue on July 28, 2022.

Since the notes are currently not convertible in accordance with the terms of the indenture governing such notes, the Company had $464.5 million, net of the related unamortized debt discount of $35.5 million, recorded within long-term debt and finance leases, less current maturities on the Company's consolidated balance sheets as of December 31, 2022 related to its convertible notes due 2026. For additional information, refer to Note 17, Fair Value Measurements.

In August 2020, the FASB issued ASU No. 2020-06, "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity." This standard simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments. It eliminates the treasury stock method for convertible instruments and requires application of the “if-converted” method for certain agreements when computing earnings per share. In addition, the standard eliminates the beneficial conversion and cash conversion accounting models that require separate accounting for embedded conversion features and the recognition of a debt discount and related amortization to interest expense of those embedded features.

The Company elected to early adopt this standard effective January 1, 2021 using the modified retrospective approach transition method. Therefore, the consolidated financial statements for the years ended December 31, 2022 and 2021 are presented under the new standard, while the year ended December 31, 2020 is not adjusted and continues to be reported in accordance with the Company's historical accounting policy.

In connection with the adoption of this standard, the Company recognized a cumulative effect adjustment, net of tax, of $6.1 million to retained earnings on the Company's consolidated balance sheet as of January 1, 2021. This adjustment was primarily driven by the derecognition of interest expense related to the accretion of the debt discount associated with the embedded conversion option recorded in the prior period as required under the legacy guidance. In addition, the Company reclassified $75.6 million, less related tax of $17.1 million and issuance costs of $2.9 million, from additional paid-in-capital ("APIC") to long-term debt and finance leases on the Company's consolidated balance sheet as of January 1, 2021. The reclassification was recorded in order to combine the two legacy units of account into a single instrument classified as a liability since bifurcation of the instrument into two units of account is no longer required under this standard.

Long-term debt is comprised of the following:


	As of
	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
	(in millions)				(weighted-average interest rates)
8.00% senior secured notes due in 2025	$	1,110.0	$	510.0	8.00	%	8.00	%


Fixed-rate term loans due through 2039 (1)	1,094.7		1,223.5		3.52	%	3.52	%
Unsecured term loans due through 2031	136.3		136.3		1.00	%	1.00	%
Fixed-rate class A 2015-1 EETC due through 2028	278.6		300.6		4.10	%	4.10	%
Fixed-rate class B 2015-1 EETC due through 2024	48.0		56.0		4.45	%	4.45	%
Fixed-rate class C 2015-1 EETC due through 2023	63.8		75.2		4.93	%	4.93	%
Fixed-rate class AA 2017-1 EETC due through 2030	186.3		200.3		3.38	%	3.38	%
Fixed-rate class A 2017-1 EETC due through 2030	62.1		66.8		3.65	%	3.65	%
Fixed-rate class B 2017-1 EETC due through 2026	51.7		55.8		3.80	%	3.80	%
Fixed-rate class C 2017-1 EETC due through 2023	85.5		85.5		5.11	%	5.11	%
Convertible notes due in 2025	25.4		28.2		4.75	%	4.75	%
Convertible notes due in 2026	500.0		500.0		1.00	%	1.00	%


Long-term debt	$	3,642.4	$	3,238.2
Less current maturities	346.4		208.2
Less unamortized discount, net	95.8		54.9
Total	$	3,200.2	$	2,975.1


	Twelve Months Ended December 31,
	2022		2021
	(in thousands)
8.00% senior secured notes (1)	$	47,954	$	51,897
Fixed-rate term loans	41,446		42,765

Unsecured term loans	1,363		1,168
Class A 2015-1 EETC	11,874		12,781
Class B 2015-1 EETC	2,312		2,669
Class C 2015-1 EETC	3,424		3,988
Class AA 2017-1 EETC	6,464		6,938
Class A 2017-1 EETC	2,330		2,501
Class B 2017-1 EETC	2,016		2,189
Class C 2017-1 EETC	4,367		4,367

Convertible notes (2)	(68)		6,997
Revolving credit facilities	—		1,733
Finance leases	57		93
Commitment and other fees	2,162		2,243
Amortization of deferred financing costs	14,204		13,282
Total	$	139,905	$	155,611

(2) Includes $14.0 million of amortization of the discount for the convertible notes due 2026, $6.3 million of interest expense for the convertible notes due 2025 and convertible notes due 2026, offset by $20.3 million of favorable mark to market adjustments for the convertible notes due 2026 for the twelve months ended December 31, 2022. Includes $7.0 million of interest expense for the convertible notes due 2025 and convertible notes due 2026 for the twelve months ended December 31, 2021.