Bankruptcy: Spirit Airlines, Inc.

Form Type: NT 10-Q

Filing Date: 2025-05-12

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325005891

Filing Summary: Spirit Aviation Holdings, Inc. is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, by the due date without unreasonable effort or expense due to the complexities arising from its emergence from bankruptcy on March 12, 2025. The company must apply 'fresh start' accounting, which involves establishing a new reporting entity, separating the current reporting period into 'predecessor' and 'successor' periods, and determining new fair values for assets, liabilities, and equity. These requirements have delayed the financial statement preparations. The company is working to file the Form 10-Q by the end of May 2025. Additionally, the company has not filed all required periodic reports for the last 12 months, and the results of operations for the quarter ending March 31, 2025, will not be comparable to the prior year due to fresh start accounting.

Form Type: 10-K/A

Filing Date: 2025-04-30

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525107562

Filing Summary: This document is an amendment to Spirit Aviation Holdings, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. It provides updates to Part III information regarding directors, executive officers, and corporate governance, which were previously omitted. Notably, the document discusses the bankruptcy proceedings of Spirit Airlines, Inc., which filed under Chapter 11 on November 18, 2024. The company emerged from bankruptcy on March 12, 2025, having completed a corporate reorganization where Spirit Aviation Holdings became the parent company of the Debtors, with Former Spirit converting to a limited liability company. This amendment reflects changes to the governance structure, including executive roles and board member updates.

Form Type: S-8

Filing Date: 2025-04-21

Corporate Action: Bankruptcy

Type: New

Accession Number: 000095010325005129

Filing Summary: On April 21, 2025, Spirit Aviation Holdings, Inc. filed Form S-8 to register 4,032,258 shares of common stock under the '2025 Incentive Award Plan', which became effective on April 16, 2025. This filing is part of the company's response to its emergence from a Chapter 11 bankruptcy that was initiated by its parent company, Spirit Airlines, Inc. on November 18, 2024. The bankruptcy process culminated in a successful reorganization plan, with Spirit Aviation Holdings, Inc. becoming the new parent company of the Debtors, thereby facilitating the restructuring of the company's operations and equity. The Registration Statement indicates that Spirit Aviation Holdings, Inc. has taken necessary steps to comply with regulatory requirements following its corporate restructuring, asserting its status under applicable U.S. federal securities laws.

Form Type: 8-K15D5/A

Filing Date: 2025-04-01

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325004239

Filing Summary: On March 12, 2025, Spirit Aviation Holdings, Inc. emerged from chapter 11 bankruptcy as of the Effective Date. This report serves as a notice that the company is now the successor issuer to Spirit Airlines, Inc. under Rule 15d-5 of the Exchange Act. A previous report was filed on March 13, 2025, detailing the company's emergence. The current report includes updates regarding the appointment of directors and the composition of the Board's committees following the restructuring process. Significant board appointments include Edward M. Christie, III, Robert A. Milton, and others. On March 31, 2025, the board completed its standing committee assignments. The report also contains forward-looking statements regarding the company's future and potential risks, indicating that the company is navigating a complex financial landscape post-bankruptcy.

Form Type: 8-K15D5/A

Filing Date: 2025-03-24

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325003730

Filing Summary: On March 12, 2025, Spirit Aviation Holdings, Inc. emerged from Chapter 11 bankruptcy, with March 24, 2025, noted as the date of the corporate action. This filing serves as an update to the initial report submitted on March 13, 2025, informing the SEC and stakeholders that the company is now the successor issuer to Spirit Airlines, Inc. The report details changes in the Board of Directors, including the appointment of Edward M. Christie, III, Robert A. Milton, David N. Siegel, Timothy Bernlohr, Eugene I. Davis, Andrea Fischer Newman, and Radha Tilton. Additionally, an indemnification agreement for Board members and executive officers was approved on March 18, 2025, ensuring the advancement and reimbursement of expenses incurred during legal proceedings.

Form Type: 8-K15D5

Filing Date: 2025-03-13

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325003365

Filing Summary: On March 12, 2025, Spirit Airlines, Inc. announced its emergence from Chapter 11 bankruptcy following the confirmation of a pre-arranged reorganization plan by the Bankruptcy Court on February 20, 2025. This plan facilitated the corporate reorganization where Spirit Aviation Holdings, Inc. became the new parent company of the debtors, with Former Spirit transforming into a wholly owned subsidiary and switching from a corporation to a limited liability company. The document details the issuance of new equity including 7,618,683 shares of common stock and warrants to equitize outstanding senior secured notes and convertible notes, as well as the establishment of a new Exit Revolving Credit Facility of $300 million. It also highlights the cancellation of all existing equity securities prior to the effective date and a restructuring of debt obligations under various agreements. The restructuring included new financial instruments, further equity offerings, and warrants issued to investors. The plan's effectiveness signifies not just the company’s restructured financial framework but also its adherence to formal regulatory requirements moving forward.

Form Type: S-8 POS

Filing Date: 2025-03-13

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325003348

Filing Summary: Spirit Airlines, Inc. filed a Post-Effective Amendment to its existing Registration Statements on Form S-8 regarding deregistration of securities. The amendment is in relation to the Company's recent emergence from Chapter 11 Bankruptcy, confirmed by the court on February 20, 2025. Prior voluntary petitions for relief under Chapter 11 were filed by the Company and its subsidiaries on November 18 and 25, 2024, respectively. The Company has terminated all offerings of securities pursuant to the Registration Statements and is removing all unsold securities from registration, thereby amending the Registration Statements accordingly.

Form Type: S-8 POS

Filing Date: 2025-03-13

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325003360

Filing Summary: Spirit Airlines, Inc. filed a Post-Effective Amendment No. 2 to Form S-8 with the SEC on March 12, 2025, detailing the termination of securities offerings related to four registration statements following their emergence from Chapter 11 bankruptcy. The Company and its subsidiaries filed for Chapter 11 on November 18 and 25, 2024, and a pre-arranged plan of reorganization was confirmed by the Bankruptcy Court on February 20, 2025. The document indicates that all securities registered but unsold under the registration statements are being removed from registration. The registrations dated June 9, 2011 (333-174812), August 13, 2015 (333-206350), June 6, 2024 (333-279999), and June 11, 2024 (333-280129) are all mentioned in connection with this termination. The Company has asserted that it meets all necessary requirements for filing on Form S-8.

Form Type: S-8 POS

Filing Date: 2025-03-13

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325003361

Filing Summary: Spirit Airlines, Inc. filed a Post-Effective Amendment to its Form S-8 registration statements on March 12, 2025, summarizing its emergence from Chapter 11 bankruptcy. The company had filed voluntary petitions for relief under Chapter 11 on November 18, 2024, which were jointly administered. On February 20, 2025, the Bankruptcy Court confirmed its pre-arranged plan of reorganization, leading to the company's emergence from Chapter 11 on March 12, 2025. Furthermore, the amendment indicates the termination of all offerings of securities under specific registration statements dated from June 2011 to June 2024, with a commitment to deregister any unsold securities as of the filing date. All previous registration statements are amended to reflect these changes.

Form Type: S-8 POS

Filing Date: 2025-03-13

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325003362

Filing Summary: Spirit Airlines, Inc. filed a Post-Effective Amendment to multiple Form S-8 Registration Statements, indicating the deregistration of securities in light of their chapter 11 bankruptcy proceedings. The company and its subsidiaries filed for voluntary relief under chapter 11 on November 18, 2024. A pre-arranged chapter 11 plan was filed on November 26, 2024, and confirmed on February 20, 2025. The company emerged from bankruptcy on March 12, 2025, terminating all offerings of securities under the Registration Statements and removing any unsold securities from registration.

Form Type: 15-15D

Filing Date: 2025-03-13

Corporate Action: Bankruptcy

Type: New

Accession Number: 000095010325003407

Filing Summary: Spirit Aviation Holdings, Inc., formerly Spirit Airlines, Inc., filed a Form 15-15D to terminate its registration under section 12(g) of the Securities Exchange Act of 1934 following its bankruptcy filing on November 18, 2024. The company canceled its existing common stock and underwent a reorganization, where Spirit Aviation Holdings, Inc. became the new parent company. The filing certifies that all securities have been extinguished, and the reporting obligations of the former entity will be suspended. The new entity, Spirit Aviation Holdings, will continue to adhere to reporting obligations under the Exchange Act.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325003231

Filing Summary: Spirit Airlines, Inc. filed this Form 8-K to report on its ongoing Chapter 11 bankruptcy proceedings. The company and its subsidiaries had previously filed voluntary petitions for relief under Chapter 11 on November 18 and 25, 2024. The bankruptcy court confirmed the reorganization plan on February 20, 2025. On March 10, 2025, Spirit filed its monthly operating reports for the two months ending December 31, 2024, and January 31, 2025, with the Bankruptcy Court. These reports outline the company's financial condition and operations but caution investors regarding their implications, as the documents were not audited and are required for bankruptcy compliance. The filing also includes forward-looking statements regarding potential risks linked to the bankruptcy and future operations of the company.

Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325002262

Filing Summary: On February 20, 2025, Spirit Airlines, Inc. confirmed its pre-arranged plan of reorganization under Chapter 11 bankruptcy, initiated on November 18, 2024. The bankruptcy court's order confirms that the Company will restructure its debts, ensuring all DIP Superpriority and Prepetition RCF Claims are paid in full. It plans to exchange $700 million of Senior Secured Notes and $140 million of Convertible Notes for $840 million in new Exit Secured Notes Financing. Additionally, existing interests in the Company, including Common Stock held prior to emergence, will be entirely canceled with no recovery for shareholders. The corporate plan includes raising $350 million through a fully backstopped equity rights offering and establishing a new holding company as the parent of Spirit, signaling a significant corporate reorganization. As of February 19, 2025, Spirit had approximately 109.5 million shares of Common Stock issued and expects the new entity to have around 40.3 million shares post-restructuring.

Form Type: 8-K

Filing Date: 2025-02-06

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325001677

Filing Summary: Spirit Airlines, Inc. filed a current report on Form 8-K regarding its ongoing Chapter 11 bankruptcy proceedings. The company, along with its subsidiaries, filed voluntary petitions for relief under Chapter 11 on November 18, 2024, in the Southern District of New York. These cases are being jointly administered under case number 24-11988 (SHL). Following the establishment of a Restructuring Support Agreement, the company initiated an equity rights offering aimed at raising $350 million. Originally set to expire on January 30, 2025, the offering deadlines have been extended multiple times, now set to close on February 20, 2025. The report provides details on the restructuring efforts, the status of the company's bankruptcy, and forward-looking statements related to the equity rights offering and the impacts of the bankruptcy process on the company's operations.

Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325001007

Filing Summary: On January 29, 2025, Spirit Airlines, Inc. filed a current report to provide updates regarding its ongoing chapter 11 bankruptcy proceedings, which began with a voluntary petition filed on November 18, 2024. The company's restructuring process, which is being jointly administered under case number 24-11988 in the Southern District of New York, aims to deleverage the company and is intended to be completed in the first quarter of 2025. The report highlights a proposal from Frontier Group Holdings, Inc. submitted on January 7, 2025, for a potential combination, contingent upon several factors including a $400 million debt issuance and an equity offering of $350 million. The company assessed this proposal but ultimately decided it would yield less value to stakeholders compared to its existing restructuring plan. The hearing on the confirmation of the plan was rescheduled to February 13, 2025, to allow additional analysis of the proposal. The report also references a restructuring support agreement executed on November 18, 2024, and outlines plans for a capital raise amidst the restructuring efforts.

Form Type: 8-K

Filing Date: 2025-01-24

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325000850

Filing Summary: Spirit Airlines, Inc. filed for voluntary chapter 11 bankruptcy on November 18, 2024, alongside its subsidiaries, in the United States Bankruptcy Court for the Southern District of New York. The cases are being jointly administered under case number 24-11988 (SHL). On November 26, 2024, the company submitted a pre-arranged plan for reorganization and related disclosure statement. A scheduling order was entered by the court on December 17, 2024, which approved the disclosure statement on an interim basis and scheduled a combined hearing for January 29, 2025, to consider both the confirmation of the plan and final approval of the disclosure statement. However, the hearing was adjourned to February 13, 2025. This filing is intended to provide updates on the ongoing bankruptcy proceedings and associated timelines.

Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010325000712

Filing Summary: On January 21, 2025, Spirit Airlines, Inc. reported under Form 8-K regarding its ongoing Chapter 11 bankruptcy proceedings. The company, along with its subsidiaries, filed voluntary petitions for relief on November 18, 2024, in the United States Bankruptcy Court for the Southern District of New York. The cases are being jointly administered under case number 24-11988 (SHL). As part of its restructuring efforts, the company announced an equity rights offering of equity securities valued at $350 million, which was set to initially expire on January 30, 2025, but has since been extended to February 13, 2025. The current filing serves to update stakeholders on these proceedings and is not an official offer to purchase or solicit any securities of the company. Additionally, the common stock has been delisted from the New York Stock Exchange and is now trading on the OTC Pink Market under the symbol 'SAVEQ.'

Form Type: 8-K

Filing Date: 2025-01-16

Corporate Action: Bankruptcy

Type: New

Accession Number: 000095010325000578

Filing Summary: On January 16, 2025, Spirit Airlines, Inc. reported material developments regarding its Chapter 11 bankruptcy filings. The company secured a commitment from its prepetition debtholders for up to $300 million in financing through an Exit Revolving Credit Facility, designed to aid in working capital and corporate needs post-emergence. This financing will become available to Spirit upon entering aConfirmation Order by the Bankruptcy Court and other conditions. Additionally, a Superpriority Secured Debtor In Possession Term Loan Credit and Note Purchase Agreement was established to provide $300 million, supporting the company during its bankruptcy proceedings. The company’s common stock has been delisted from the NYSE and is now trading on the OTC Pink Market under the symbol 'SAVEQ'.

Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095010324018522

Filing Summary: Spirit Airlines, Inc. filed for Chapter 11 bankruptcy on November 18, 2024, along with its subsidiaries, which are being jointly administered in the bankruptcy court under case number 24-11988. On December 30, 2024, the company submitted its monthly operating report for November 2024 to the bankruptcy court. Furthermore, the company has initiated an equity rights offering to raise $350 million as part of its restructuring plan, which will expire on January 30, 2025. This offering is in accordance with the Restructuring Support Agreement dated November 18, 2024. The filing also includes cautionary statements regarding the reliability of financial data in the report, emphasizing that no recovery of value is expected for existing equity holders as per the proposed reorganization plan. Additional details regarding the bankruptcy filings can be found at a designated URL.