save-20200728
7/28/20200001498710false00014987102020-08-032020-08-030001498710save:CommonStock0.0001parvalueMember2020-08-032020-08-030001498710save:SeriesAPreferredStockPurchaseRightsMember2020-08-032020-08-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 28, 2020
Date of Report (date of earliest event reported)
SPIRIT AIRLINES, INC.
(Exact name of registrant as specified in its charter)

Delaware001-3518638-1747023
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)
2800 Executive WayMiramar,Florida33025
(Address of Principal Executive)(Zip Code)
(954) 447-7920
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)

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:
ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, 00014987102020-08-032020-08-030001498710save:CommonStock0.0001parvalueMember2020-08-032020-08-030001498710save:SeriesAPreferredStockPurchaseRightsMember2020-08-032020-08-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 28, 2020
Date of Report (date of earliest event reported)
SPIRIT AIRLINES, INC.
(Exact name of registrant as specified in its charter)

Delaware001-3518638-1747023
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)
2800 Executive WayMiramar,Florida33025
(Address of Principal Executive)(Zip Code)
(954) 447-7920
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)

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:
ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueSAVENew York Stock Exchange
Series A Preferred Stock Purchase RightsSAVENew 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).
Emerging growth company
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. ☐



Item 2.05. Costs Associated with Exit or Disposal Activities

On July 29, 2020, in order to comply with various labor regulations in certain jurisdictions, including pursuant to the Worker Adjustment and Retraining Notification Act, Spirit Airlines, Inc. (the “Company”) informed approximately 2,500 U.S.-based union represented employees of the possibility of a workforce reduction at their work location. As of the date hereof, the Company expects that these actions will take effect on or after October 1, 2020 and may continue through the end of 2020. The notices are part of the Company’s evolving response to the impacts of the COVID-19 pandemic on its operations and financial condition, and continuing efforts to implement strategies to mitigate such impacts.

At this time, the Company is unable to make a good faith determination of an estimate or range of estimates required by paragraphs (b), (c) and (d) of Item 2.05 of Form 8-K with respect to workforce reduction actions in the remainder of 2020. The Company will file an amendment to this report after it makes a determination of such estimate or range of estimates.

Item 7.01 Regulation FD Disclosure.
On July 28, 2020, the Company distributed a letter to employees regarding the possibility of a workforce reduction at their work location. This internal communication is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act:

Exhibit No.Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

















Forward-Looking Statements

Forward-Looking Statements in this report and certain oral statements made from time to time by representatives of the Company contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act) which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements regarding the Company's intentions and expectations regarding workforce reductions or other actions that may be taken in order to mitigate the impacts of the COVID-19 pandemic. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors include, among others, the extent of the impact of the COVID-19 pandemic on the Company’s business, results of operations and financial condition, and the extent of the impact of the COVID-19 pandemic on overall demand for air travel, restrictions on the Company’s business by accepting financing under the CARES Act, the competitive environment in our industry, our ability to keep costs low and the impact of worldwide economic conditions, including the impact of economic cycles or downturns on customer travel behavior, and other factors, as described in the Company’s filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading “Risk Factors” in the Company’s amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, as supplemented in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020 and June 30, 2020. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Risks or uncertainties (i) that are not currently known to us, (ii) that we currently deem to be immaterial, or (iii) that could apply to any company, could also materially adversely affect our business, financial condition, or future results. Additional information concerning certain factors is contained in the Company's Securities and Exchange Commission filings, including but not limited to the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: August 03, 2020SPIRIT AIRLINES, INC.
By: /s/ Thomas Canfield
Name: Thomas Canfield
Title: Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SAVENew York Stock Exchange
Series A Preferred Stock Purchase RightsSAVENew 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).
Emerging growth company
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. ☐



Item 2.05. Costs Associated with Exit or Disposal Activities

On July 29, 2020, in order to comply with various labor regulations in certain jurisdictions, including pursuant to the Worker Adjustment and Retraining Notification Act, Spirit Airlines, Inc. (the “Company”) informed approximately 2,500 U.S.-based union represented employees of the possibility of a workforce reduction at their work location. As of the date hereof, the Company expects that these actions will take effect on or after October 1, 2020 and may continue through the end of 2020. The notices are part of the Company’s evolving response to the impacts of the COVID-19 pandemic on its operations and financial condition, and continuing efforts to implement strategies to mitigate such impacts.

At this time, the Company is unable to make a good faith determination of an estimate or range of estimates required by paragraphs (b), (c) and (d) of Item 2.05 of Form 8-K with respect to workforce reduction actions in the remainder of 2020. The Company will file an amendment to this report after it makes a determination of such estimate or range of estimates.

Item 7.01 Regulation FD Disclosure.
On July 28, 2020, the Company distributed a letter to employees regarding the possibility of a workforce reduction at their work location. This internal communication is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act:

Exhibit No.Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

















Forward-Looking Statements

Forward-Looking Statements in this report and certain oral statements made from time to time by representatives of the Company contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act) which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements regarding the Company's intentions and expectations regarding workforce reductions or other actions that may be taken in order to mitigate the impacts of the COVID-19 pandemic. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors include, among others, the extent of the impact of the COVID-19 pandemic on the Company’s business, results of operations and financial condition, and the extent of the impact of the COVID-19 pandemic on overall demand for air travel, restrictions on the Company’s business by accepting financing under the CARES Act, the competitive environment in our industry, our ability to keep costs low and the impact of worldwide economic conditions, including the impact of economic cycles or downturns on customer travel behavior, and other factors, as described in the Company’s filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading “Risk Factors” in the Company’s amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, as supplemented in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020 and June 30, 2020. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Risks or uncertainties (i) that are not currently known to us, (ii) that we currently deem to be immaterial, or (iii) that could apply to any company, could also materially adversely affect our business, financial condition, or future results. Additional information concerning certain factors is contained in the Company's Securities and Exchange Commission filings, including but not limited to the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: August 03, 2020SPIRIT AIRLINES, INC.
By: /s/ Thomas Canfield
Name: Thomas Canfield
Title: Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



lettertoemployees0728202
Spirit Family, It is with a heavy heart that I am reaching out to you today. During the course of the pandemic, we’ve closely watched travel demand across our network, reacting with daily changes to capitalize on any shifts. We’ve discussed in messages and Town Halls that, for us to return to a relatively normal operation, we would need to see demand improve significantly. Since March, we’ve worked hard to outlast what the industry hoped would be a temporary dip in travel, reducing operating and capital expenditures while trying to capture the existing demand. For a short time in June, travel slightly rebounded during our traditional busy season, and our July capacity was increased to match. July capacity was down only 18% year-over-year, compared to down 79% in June. Unfortunately, however, the increase in demand reversed as we saw increases in COVID cases and state-imposed quarantines. As we’re now headed into the slower, off-peak season, demand continues to fall, and we have removed even more capacity, down 35% year-over-year in August and down 45% in September. It’s now clear that the demand increase we saw in June was an outlier, and the downward trend will continue. As a result of this low demand, over the past five months we’ve burned through over $700 million of cash, and we expect to burn over $100 million of cash each month for the next several months. This level of cash burn is not sustainable. Our airline has been fortunate to receive support through the Payroll Support Program of the CARES Act, but this temporary payroll assistance is scheduled to end on September 30. Our hope has always been to avoid the need for involuntary furloughs or layoffs, but without this support or significantly improved passenger demand, we must make tough decisions that will impact our Spirit Family and reduce the size of our airline.


 
By Friday, notices will be delivered to our unions indicating that approximately 20-30% of our Pilots, Flight Attendants, Dispatchers, Guest Service Agents, and Ramp Service Agents positions may be furloughed in October. Over the next month, we will be assessing the resources needed to support our reduced level of flying. This may affect our operational and Support Center staffing levels as well. These decisions are incredibly difficult for us to make, but we continue to work on voluntary leave and early retirement options to decrease the number of Team Members impacted by these unprecedented events. I’m hopeful that with these options we can find enough flexibility together to minimize the number of any furloughs or layoffs, but we must prepare for all outcomes. While today’s message is very hard to deliver, I want to reassure you that our leadership team is working to keep the impact to our Spirit Family to a minimum. I know many of you have questions, so we will be holding a Town Hall tomorrow to answer them. I encourage you to attend. We’ve navigated through rapid changes that have impacted the world and our airline over the past few months, and this time is stressful both professionally and personally for our entire Spirit Family. Thank you for continuing to care for each other. Ted Christie President and CEO


 
v3.20.2
Cover Page
Aug. 03, 2020
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 28, 2020
Entity Registrant Name SPIRIT AIRLINES, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35186
Entity Tax Identification Number 38-1747023
Entity Address, Address Line One 2800 Executive Way
Entity Address, City or Town Miramar,
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33025
City Area Code 954
Local Phone Number 447-7920
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001498710
Amendment Flag false
CommonStock,$0.0001parvalue [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol SAVE
Security Exchange Name NYSE
Series A Preferred Stock Purchase Rights [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Series A Preferred Stock Purchase Rights
Trading Symbol SAVE
Security Exchange Name NYSE