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Spirit Airlines (SAVE) entered into senior secured revolving credit facility

March 30, 2020 4:21 PM

Spirit Airlines (NYSE: SAVE) disclosed:


On March 30, 2020, Spirit Airlines, Inc. (“Spirit” or "the Company"), entered into a senior secured revolving credit facility (the “Revolving Credit Facility”) with the lenders party thereto and Citibank, N.A. acting as the administrative agent, and Wilmington Trust, National Association, acting as the collateral agent, for an initial commitment amount of $110 million (with an option to increase the overall commitment amount up to $350 million with the consent of any increasing lenders), subject to borrowing base availability.


The Revolving Credit Facility will mature on March 30, 2022. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to the London interbank offering rate, known as LIBOR, plus a margin of 2.00% per annum, or another rate (at the Company’s election) based on certain market interest rates, plus a margin of 1.00% per annum, in each case with a floor of 0%. The Company has not made any drawings under the Revolving Credit Facility as of the date of this report.


The Company may pledge the following types of assets as collateral (“Collateral”) to secure its obligations under the Revolving Credit Facility: (i) certain take-off and landing rights of the Company at LaGuardia Airport (the “Pledged Slots”), (ii) certain eligible aircraft spare parts and ground support equipment, (iii) aircraft, spare engines (the “Pledged Engines”) and flight simulators, (v) real property assets and (vi) cash and cash equivalents.


The Revolving Credit Facility provides for customary representations and warranties and affirmative and negative covenants, including, among other things, restrictions on the Company’s ability to dispose of Collateral or merge, consolidate or sell assets. The Revolving Credit Facility contains events of default customary for similar financings. Upon the occurrence of an event of default, the outstanding obligations under the Revolving Credit Facility may be accelerated and become due and payable immediately. In addition, if certain change of control events occur with respect to the Company, 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 Revolving Credit Facility requires the Company to maintain (i) so long as any loans or letters of credit are outstanding under the Revolving Credit Facility, unrestricted cash and cash equivalents and unused commitments available under all revolving credit facilities (including the Revolving Credit Facility) aggregating not less than $400 million, of which no more than $200 million may be derived from unused commitments under the Revolving Credit Facility, (ii) a minimum ratio of the borrowing base of the Collateral (determined as the sum of a specified percentage of the appraised value of each type of Collateral) to outstanding obligations under the 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 Revolving Credit Facility or repay the loans under the 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 Revolving Credit Facility, the Pledged Slots and a specified number of Pledged Engines in the Collateral so long as any loans or letters of credit are outstanding under the Revolving Credit Facility.


The representations, warranties and covenants contained in the Revolving Credit Facility were made only for purposes of the Revolving Credit Facility and as of the specific date (or dates) set forth therein and were solely for the benefit of the parties to the Revolving Credit Facility and are subject to certain limitations as agreed upon by the contracting parties.

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