Spirit Airlines (SAVE) Prices 17.5M Share Common Offering at $10/Sh and 4.75% Convertible Senior Notes Due 2025
Spirit Airlines, Inc. (NYSE: SAVE) today announced it has priced its underwritten public offering of 17,500,000 shares of its common stock at a public offering price of $10.00 per share (the “Common Stock Offering”) and its underwritten public offering of $175,000,000 aggregate principal amount of 4.75% convertible senior notes due 2025 (the “Convertible Notes” and such offering, the “Convertible Notes Offering”). The size of the Common Stock Offering was increased from the previously announced 12,000,000 shares of common stock of Spirit, and the aggregate principal amount of the Convertible Notes Offering was increased from the previously announced $150,000,000. The net proceeds to Spirit from the Common Stock Offering and the Convertible Notes Offering, after deducting underwriting discounts and other offering expenses, are expected to be approximately $335,575,000.
Spirit has granted the underwriters a 30-day option to purchase up to 2,625,000 additional shares of common stock at the public offering price less the underwriting discount in the Common Stock Offering (reflecting an increase from the previously announced option of up to 1,800,000 additional shares of common stock) and a 30-day option to purchase up to $26,250,000 aggregate principal amount of additional Convertible Notes, solely to cover over-allotments, in the Convertible Notes Offering (reflecting an increase from the previously announced option of up to $22,500,000 aggregate principal amount of additional Convertible Notes). The Convertible Notes will be convertible by holders if certain conditions are met, and during certain periods, based on an initial conversion rate of 78.4314 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to a conversion price of approximately $12.75 per share, representing a premium of 27.5% above the offering price per share in the Common Stock Offering. Spirit will settle conversions of the Convertible Notes in cash, shares of common stock, or a combination thereof at Spirit’s election.
Spirit expects to use the net proceeds from the Common Stock Offering and the Convertible Notes Offering for general corporate purposes. Each of the Common Stock Offering and the Convertible Notes Offering is expected to close on May 12, 2020, subject to customary closing conditions. The closing of neither the Common Stock Offering nor the Convertible Notes Offering is conditioned upon the closing of the other offering.
Citigroup, Morgan Stanley and Barclays are acting as joint book-running managers and representatives of the underwriters for the Common Stock Offering and the Convertible Notes Offering. Deutsche Bank Securities is also acting as a joint book-running manager for the offerings.