Spirit Airlines files Form 12b-25 with SEC

Spirit Airlines (SAVE) announced that it had filed a Form 12b-25 with the SEC that is expected to be available on the SEC’s EDGAR filing system on Wednesday, November 13, prior to the opening of the market session. That form will contain the following disclosure: The company is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30 by the prescribed due date without unreasonable effort or expense. As previously disclosed, the company has been in active and constructive discussions with holders of its senior secured notes due 2025 and convertible senior notes due 2026 with respect to restructuring the obligations owed by the company to the Noteholders, as well as exploring strategic alternatives and other ways to improve liquidity for the company. The negotiations, with a supermajority of the Noteholders, have remained productive, have advanced materially and are continuing in the near term, but have also diverted significant management time and internal resources from the company’s processes for reviewing and completing its financial statements and related disclosures. If a definitive agreement with such Noteholders is reached and documented, it would be effectuated through a statutory restructuring that is not expected to impair general unsecured creditors, employees, customers, vendors, suppliers, aircraft lessors or holders of secured aircraft indebtedness, but, if effectuated, is expected to lead to the cancellation of the company’s existing equity. If a definitive agreement with the Noteholders is not reached, the company will consider all alternatives. The company estimates its third quarter 2024 operating margin and adjusted operating margin will each be approximately 12 percentage points lower than the operating margin and adjusted operating margin reported for the third quarter 2023 due to lower total operating revenues and higher total operating expenses. Total operating revenues are estimated to have decreased approximately $61M compared to the third quarter 2023 primarily due to lower average yields, including the negative impact from the company no longer charging for change and cancellation fees. Total operating expenses are estimated to have increased approximately $46M and adjusted operating expenses are estimated to have increased approximately $52M compared to the third quarter 2023. Total operating expenses and adjusted operating expenses are estimated to be higher year over year primarily due to an increase in aircraft rent expense, other operating expense, salaries, wages and benefits, and landing fees and other rents expense. These increases were partially offset by a decrease in aircraft fuel expense.