Spirit Airlines Inc.
10/18/2024 | Press release | Distributed by Public on 10/18/2024 14:12
Regulation FD Disclosure Form 8 K
Item 1.01. Entry into a Material Definitive Agreement.
Elavon Agreement
As previously disclosed, on May 21, 2009, Spirit Airlines, Inc. (the "Company") entered into a Signatory Agreement (U.S. VISA and MasterCard Transactions) with U.S. Bank National Association (the "Card Processing Agreement"), pursuant to which U.S. Bank National Association processes certain payments made to the Company using credit cards bearing the service mark of Visa International, Visa U.S.A. Inc. or MasterCard International Incorporated. On July 2, 2024, the Company entered into a letter agreement which modified the Card Processing Agreement to, among other things, extend the term thereof until December 31, 2025, including automatic extensions for two successive one-year terms (subject to the right of either party to opt out of any extension term by written notice to the other within a specified period of time prior to the commencement of any extension term); provided that if the Company's senior secured notes due 2025 were not extended or refinanced by September 20, 2024 (the "2025 Notes Extension Deadline"), in a specified minimum outstanding principal amount thereof, then the term would revert to the prior expiration of December 31, 2024 (with no automatic extensions) (the "Early Maturity Date"). On September 9, 2024, the Company entered into a letter agreement which modified the existing Card Processing Agreement to extend the 2025 Notes Extension Deadline from September 20, 2024 to October 21, 2024.
On October 11, 2024, the Company entered into a letter agreement (the "Amendment") which modifies the existing Card Processing Agreement to extend (i) the 2025 Notes Extension Deadline from October 21, 2024 to December 23, 2024 and (ii) the Early Maturity Date from December 31, 2024 to March 3, 2025.
Additional terms of the Card Processing Agreement (other than those superseded by the Amendment) are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and the Company's Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 14, 2011, July 9, 2024 and September 10, 2024, respectively, which descriptions are incorporated herein by reference.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which will be filed with the Company's Annual Report on Form 10-K.