0001104659-12-035385.txt : 20120509 0001104659-12-035385.hdr.sgml : 20120509 20120509204108 ACCESSION NUMBER: 0001104659-12-035385 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120507 FILED AS OF DATE: 20120509 DATE AS OF CHANGE: 20120509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM PRINCIPAL OPPORTUNITIES FUND II LP CENTRAL INDEX KEY: 0001049809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 12827460 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OCM OPPORTUNITIES FUND II LP DATE OF NAME CHANGE: 19971114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spirit Airlines, Inc. CENTRAL INDEX KEY: 0001498710 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 381747023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2800 EXECUTIVE WAY CITY: MIRAMAR STATE: FL ZIP: 33025 BUSINESS PHONE: 954-447-7920 MAIL ADDRESS: STREET 1: 2800 EXECUTIVE WAY CITY: MIRAMAR STATE: FL ZIP: 33025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 12827464 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM PRINCIPAL OPPORTUNITIES FUND III L P CENTRAL INDEX KEY: 0001272111 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 12827459 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OCM PRINCIPAL OPPORTUNITIES FUN III L P DATE OF NAME CHANGE: 20031204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM Principal Opportunities Fund III GP, L.P. CENTRAL INDEX KEY: 0001319922 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 12827458 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OCM Principal Opportunities Fund III GP, LLC DATE OF NAME CHANGE: 20050304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE FUND GP I, L.P. CENTRAL INDEX KEY: 0001402746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 12827463 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Holdings, Inc. CENTRAL INDEX KEY: 0001403382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 12827466 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 12827465 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 12827462 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM Spirit Holdings III-A, LLC CENTRAL INDEX KEY: 0001538328 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35186 FILM NUMBER: 12827461 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 SOUTH GRAND AVENUE 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6213 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 SOUTH GRAND AVENUE 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 4 1 a4.xml 4 X0305 4 2012-05-07 0 0001498710 Spirit Airlines, Inc. SAVE 0001403525 Oaktree Capital Group Holdings GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0000949509 OAKTREE CAPITAL MANAGEMENT LP C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403382 Oaktree Holdings, Inc. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403528 Oaktree Capital Group, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001538328 OCM Spirit Holdings III-A, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001049809 OCM PRINCIPAL OPPORTUNITIES FUND II LP C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001272111 OCM PRINCIPAL OPPORTUNITIES FUND III L P C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001319922 OCM Principal Opportunities Fund III GP, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001402746 OAKTREE FUND GP I, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 Common Stock, par value of $0.0001 per share 2012-05-07 4 S 0 3622334 22.51 D 9394927 I See footnotes On May 7, 2012, OCM Spirit Holdings III-A, LLC ("Holdings III-A") sold 2,767,515 shares of Common Stock of the Issuer, POF Spirit Domestic Holdings, LLC ("POF Domestic Holdings") sold 781,335 shares of Common Stock of the Issuer, and POF Spirit Foreign Holdings, LLC ("POF Foreign Holdings" and together with Holdings III-A and POF Domestic Holdings, the "Oaktree Entities") sold 73,483 shares of Common Stock of the Issuer (the "Sale"). After giving effect to the Sale, (a) Holdings III-A directly owns 7,177,860 shares of Common Stock, (b) Domestic Holdings directly owns 2,026,480 shares of Common Stock and (c) Foreign Holdings directly owns 190,588 shares of Common Stock. This Form 4 is being filed by (i) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as manager of Oaktree Capital Group, LLC ("OCG"), (ii) OCG, in its capacity as sole shareholder of Oaktree Holdings, Inc. ("OHI") and managing member of Oaktree Holdings, LLC, (iii) OHI, in its capacity as general partner of Oaktree Capital Management, L.P. ("Capital Management"), (iv) Capital Management, in its capacity as manager of the Oaktree Entities, (v) OCM Principal Opportunities Fund II, L.P. ("POF II"), as a member of the Oaktree Entities, (vi) OCM Principal Opportunities Fund III, L.P. ("POF III"), as a member of the Oaktree Entities, (vii) OCM Principal Opportunities Fund III GP, L.P. ("Fund III GP"), as general partner of POF III, (viii) Oaktree Fund GP I, L.P. ("Oaktree GP"), as general partner of Fund III GP and POF II, (ix) Oaktree Capital I, L.P. ("Oaktree LP"), as general partner of Oaktree GP, (x) OCM Holdings I, LLC ("OCM Holdings"), as general partner of Oaktree LP, and (xi) Oaktree Holdings, LLC, as managing member of OCM Holdings ("OHL" and together with OCGH GP, OCG, OHI, Capital Management, Holdings III-A, POF II, POF III, Fund III GP, Oaktree GP, Oaktree LP, and OCM Holdings, collectively the "Reporting Persons"). Following the Sale, POF II has an indirect beneficial interest in 3,477,425 shares of Common Stock of the Issuer, which is less than 10% of the outstanding shares of Common Stock of the Issuer, and POF III and Fund III GP have an indirect beneficial interest in 5,917,502 shares of Common Stock of the Issuer, which is less than 10% of the outstanding shares of Common Stock of the Issuer. Each of the other Reporting Person may be deemed to have a beneficial interest in an aggregate of 9,394,927 shares of Common Stock that are directly owned by Oaktree Entities. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person disclaims beneficial ownership of all shares reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any shares covered by this Form 4. OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan and Kevin L. Clayton (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4. See Signatures included on Ex. 99.1 2012-05-09 EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99

Exhibit 99.1

 

Joint Filer Information

 

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

 

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

Date of Event Requiring Statement: May 7, 2012

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

 

Signatures:

 

 

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

 

 

 

 

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

 

 

 

 

 

 

 

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

 


 

 

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