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Walkers Advises Spirit Airlines on US$850 Million Senior Notes Offering Backed by Loyalty Scheme and Brand IP

Walkers acted as Cayman Islands counsel to Spirit Airlines, Inc. ("Spirit") in connection with an offering of $850 million aggregate principal amount of 8% senior notes due 2025 by Spirit's newly-formed, wholly-owned Cayman Islands subsidiaries Spirit IP Cayman Ltd. (the “Brand IP Issuer”) and Spirit Loyalty Cayman Ltd. (the “Loyalty IP Issuer” and, together with the Brand IP Issuer, the “Issuers”). The notes are guaranteed by Spirit and two additional newly-formed Cayman Islands subsidiaries of Spirit. The notes are secured by Spirit’s customer loyalty programs (including its $9 Fair Club program and its Free Spirit loyalty program) and brand intellectual property. Citigroup, Deutsche Bank Securities and Morgan Stanley joined Barclays as joint lead bookrunners for the deal, with Barclays acting as sole structuring agent.

The notes offering was structured through bankruptcy-remote Cayman Islands entities and has allowed Spirit to tap into its high-value loyalty programs to raise capital through its own private offering rather than participating in the U.S. Treasury’s secured loan program under the CARES Act.

Spirit is committed to delivering the best value in the sky while providing an extraordinary guest experience. Spirit is the leader in providing customizable travel options starting with an unbundled fare.

Walkers collaborated with US law firm Davis Polk & Wardwell LLP and the Walkers team was jointly led by Cayman Islands office managing partner Tim Buckley and fellow partner Paige Gaston-Thiery.