ThZeal - The Zeal


Delaware	001-35186		38-1747023
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification Number)

2800 Executive Way	Miramar,	Florida	33025
(Address of Principal Executive)			(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	SAVE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As previously disclosed, on March 30, 2020, Spirit Airlines, Inc. (the “Company”) entered into a senior secured revolving credit facility (the “Revolving Credit Facility”) with the lenders party thereto, Citibank, N.A. acting as the administrative agent, and Wilmington Trust, National Association, acting as the collateral agent.

On November 10, 2023, the Company entered into the Third Amendment to Credit and Guaranty Agreement, which modifies the Revolving Credit Facility to, among other things, extend the final maturity of the Revolving Credit Facility to September 30, 2025, increase the minimum liquidity covenant to $450,000,000, and include a provision that, in the event the merger with JetBlue Airways Corporation is consummated, each lender under the Revolving Credit Facility has the right to require the Company to repay any outstanding loan that it has made under the Revolving Credit Facility.

The other material terms of the Revolving Credit Facility are described in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on March 30, 2020 and November 21, 2022, respectively, which descriptions are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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.


Date: November 14, 2023			SPIRIT AIRLINES, INC.

			By: /s/ Thomas Canfield
			Name: Thomas Canfield
			Title: Senior Vice President and General Counsel