Spirit Airlines, Inc. filed a Form 8-K on January 29, 2025, providing an update on its ongoing Chapter 11 bankruptcy proceedings. The company filed for Chapter 11 protection on November 18, 2024, with its subsidiaries following on November 25, 2024. The bankruptcy cases are being jointly administered in the U.S. Bankruptcy Court for the Southern District of New York.

Spirit previously entered into a Restructuring Support Agreement (RSA) and filed a proposed reorganization plan, subject to court approval. The company had discussions with Frontier Airlines in 2024 regarding a potential merger, but those talks were discontinued. However, on January 7, 2025, Frontier submitted a new proposal to acquire Spirit, offering $400 million in debt and a 19% equity stake in the combined company. The deal was contingent on Spirit stakeholders completing a $350 million equity rights offering.

After reviewing the proposal with financial and legal advisors, Spirit’s board determined that the offer was less favorable than its existing restructuring plan. The proposal required additional investments that stakeholders were unwilling to make and would have triggered a $35 million backstop fee. As a result, Spirit decided not to pursue the Frontier offer and will continue with its restructuring plan.

The bankruptcy court rescheduled the confirmation hearing for Spirit’s reorganization plan to February 13, 2025. The company expects to complete its restructuring within the first quarter of 2025. Additional details, including letters and presentations exchanged between Spirit and Frontier, are included in the exhibits attached to the filing.