Item 1.01. Entry into a Material Definitive Agreement
On July 22, 2020, Spirit Airlines, Inc. (the "Company") entered into an equity
distribution agreement (the "Agreement") with Morgan Stanley & Co. LLC, as
distribution agent (the "Distribution Agent"), relating to the issuance and sale
from time to time by the Company (the "ATM Program"), through the Distribution
Agent, of up to 9,000,000 shares of the Company's common stock, par value
$0.0001, per share (the "Shares"). Sales of the Shares, if any, under the
Agreement will be made in sales deemed to be "at-the-market offerings" as
defined in Rule 415 under the Securities Act of 1933, as amended (the
"Securities Act"), as agreed with the Distribution Agent. The Distribution Agent
is not required to sell any specific number or dollar amount of Shares, but the
Company has agreed that, in the event less than 4,000,000 Shares have been sold
pursuant to the Agreement at the time of termination of such Agreement in
accordance with its terms, the Company will reimburse the Distribution Agent for
certain fees and expenses.
The Agreement includes customary representations, warranties and covenants by
the Company and customary obligations of the parties and termination provisions.
The Company has agreed to indemnify the Distribution Agent against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments the Distribution Agent may be required to make with respect to any of
those liabilities. The Company will pay the Distribution Agent for sales of our
common stock a commission of up to 3.0% of the gross sales price per Share sold
through the Distribution Agent.
The Shares to be sold under the Agreement, if any, will be issued and sold
pursuant to the prospectus forming a part of the Company's shelf registration
statement on Form S-3 (File No. 333-223127), which became effective upon filing
by the Company with the Securities and Exchange Commission (the "SEC") on
February 21, 2018 and a prospectus supplement dated July 22, 2020 related
thereto. The Company plans to use the net proceeds from any sales pursuant to
the Agreement for general corporate purposes.
The offering of common stock pursuant to the Agreement will terminate upon the
earliest of (i) the issuance and sale of all common stock subject to the
Agreement, (ii) February 21, 2021, or (iii) the termination of the Agreement by
the Company or by the Distribution Agent.
The foregoing description of the Agreement is not complete and is qualified in
its entirety by reference to the full text of the Agreement, a copy of which is
filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated in
this Item 1.01 by reference. In connection with the ATM Program, Debevoise &
Plimpton LLP provided the Company with the legal opinion attached to this
Current Report on Form 8-K as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits
1.1 Equity Distribution Agreement, dated as of July 22, 2020, between
the Company and Morgan Stanley & Co. LLC.
5.1 Opinion of Debevoise & Plimpton LLP.
23.1 Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1
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