Spirit Aviation fully draws $275M revolver, extends card deal

Spirit Aviation Holdings, Inc. filed an amended report to correct the maturity date of its revolving credit facility, clarifying that borrowings under the $275.0 million facility now mature on March 12, 2028.

Rhea-AI Filing Summary

Spirit Aviation Holdings, Inc. filed an amended report to correct the maturity date of its revolving credit facility, clarifying that borrowings under the $275.0 million facility now mature on March 12, 2028. The company’s subsidiary Spirit Airlines, LLC also entered into two amendments with U.S. Bank to modify its long-standing credit card processing agreement.

Spirit agreed to transfer an additional $50 million in cash to a pledged account and allow U.S. Bank to hold back up to $3 million per day until the bank’s exposure is fully collateralized and remains so as exposure changes. In return, U.S. Bank extended the processing agreement term from December 31, 2025 to December 31, 2027 with automatic one-year renewals and removed an existing minimum liquidity trigger for holdbacks.

On August 21, 2025, Spirit borrowed the entire $275.0 million available under the revolving credit facility to enhance liquidity in light of the increased collateral posting requirements and for general corporate purposes.

Insights

Credit & Liquidity Analyst

Spirit tightens collateral terms, extends processing deal, and fully draws $275.0M revolver to support liquidity.

Spirit Aviation Holdings, Inc. is adjusting its liquidity structure around card-processing and bank credit. The airline subsidiary agreed to transfer an additional $50 million into a pledged account and permit U.S. Bank to hold back up to $3 million per day until exposure is fully collateralized. In exchange, the card processing agreement is extended from December 31, 2025 to December 31, 2027 with automatic one-year renewals and removal of a minimum liquidity trigger for holdbacks.

Separately, Spirit confirmed that on August 21, 2025 it borrowed the full $275.0 million available under its amended and restated senior secured revolving credit facility, with borrowings maturing on March 12, 2028. The company states these funds are intended to enhance liquidity in light of the collateral posting requirements tied to the card-processing extension and for general corporate purposes.

The combination of higher pledged collateral, potential daily holdbacks, and a fully drawn revolver underscores a focus on maintaining adequate cash and credit capacity. Future company filings may provide more detail on how these arrangements affect ongoing cash balances, interest expense, and flexibility over the period through the 2028 maturity.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Spirit Aviation Holdings, Inc. (SAVE) correct in this amended 8-K/A?

The company corrected an inadvertent error about its revolving credit facility, clarifying that borrowings under the $275.0 million facility will mature on March 12, 2028 instead of September 30, 2026.

How much did Spirit transfer as additional collateral under the Elavon/U.S. Bank card processing agreement?

Spirit agreed on August 15, 2025 to transfer an additional $50 million in cash to a pledged account in favor of U.S. Bank National Association under the amended card processing agreement.

What new daily holdback terms apply to Spirit’s card processing with U.S. Bank?

Effective August 20, 2025, Spirit agreed that U.S. Bank may hold back up to $3 million per day until the bank’s exposure is fully collateralized and remains fully collateralized as exposure increases or decreases.

How long has Spirit’s card processing agreement with U.S. Bank been extended?

U.S. Bank extended the card processing agreement term from the prior December 31, 2025 expiry to December 31, 2027, with two automatic one-year extensions unless either party gives at least 90 days’ notice of non-renewal.

What change was made to the liquidity trigger in Spirit’s card processing arrangement?

In connection with the amendments, U.S. Bank agreed to remove the existing minimum liquidity trigger for holdbacks under the card processing agreement.

How much did Spirit borrow under its revolving credit facility and when does it mature?

On August 21, 2025, Spirit borrowed the entire $275.0 million available under its senior secured revolving credit facility, and these borrowings will mature on March 12, 2028.

Why did Spirit draw the full $275.0 million revolver?

Spirit states that it drew the full $275.0 million under the revolving credit facility to enhance liquidity in light of collateral posting requirements tied to the extended card processing agreement and for general corporate purposes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/22/2025 - 06:04 AM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K/A

____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2025 (August 15, 2025)

____________________________

Spirit Aviation Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35186	33-3711797
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1731 Radiant Drive

Dania Beach, Florida 33004

(Address of principal executive offices, including zip code)

(954) 447-7920

(Registrant’s telephone number, including area code)

N/A

(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:

Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	FLYY	NYSE American

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. ☐

Explanatory Note

Spirit Aviation Holdings, Inc. is filing an amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2025 (the “Original Form 8-K”) solely for the purpose of correcting an inadvertent error contained therein regarding the maturity date of borrowings under the Revolving Credit Facility (as defined in the Original Form 8-K). The last sentence of the second paragraph of Item 2.03 (“Borrowings under the Revolving Credit Facility will mature on September 30, 2026”) is amended and restated as follows: “Borrowings under the Revolving Credit Facility will mature on March 12, 2028.” Other than as set forth in this Explanatory Note, this amendment does not amend any other disclosures in the Original Form 8-K. For convenience, the amended Form 8-K is reproduced in full below.

Item 1.01. Entry into a Material Definitive Agreement.

Elavon Agreement

As previously disclosed, on May 21, 2009, Spirit Airlines, Inc. (predecessor to Spirit Airlines, LLC, hereinafter “Spirit”) a wholly-owned subsidiary of Spirit Aviation Holdings, Inc. (the “Company”) entered into a Signatory Agreement (U.S. VISA and MasterCard Transactions) (as amended from time to time, the “Card Processing Agreement”) with U.S. Bank National Association (“USB”) pursuant to which USB processes certain payments made to Spirit using credit cards bearing the service mark of Visa International, Visa U.S.A. Inc. or MasterCard International Incorporated.

Effective on August 15, 2025 and August 20, 2025, Spirit and USB entered into two amendments (the “Amendments”) to the Card Processing Agreement. On August 15, 2025, Spirit agreed to make an additional transfer of $50 million in cash to a pledged account in favor of USB. On August 20, 2025, Spirit agreed to allow USB (i) to holdback up to $3 million per day until USB’s exposure is fully collateralized and (ii) to remain fully collateralized as USB’s exposure increases or decreases. In exchange, USB agreed (i) to extend the term of the Card Processing Agreement from the current December 31, 2025 expiry date to December 31, 2027, with two automatic one-year extensions unless either party provides a notice of non-renewal not less than 90 days prior to the end of the then-effective term, and (ii) to remove the existing minimum liquidity trigger for holdbacks under the Card Processing Agreement .

Additional terms of the Card Processing Agreement (other than those superseded by the Amendments) are described in Spirit’s Annual Report on Form 10-K for the year ended December 31, 2024 and in Spirit’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 14, 2011, July 9, 2024, September 10, 2024 and October 18, 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 Amendments, copies of which will be filed with the Company’s next upcoming quarterly report on Form 10-Q.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Revolving Credit Facility

As previously disclosed, on March 13, 2025, Spirit entered into an amended and restated senior secured revolving credit facility (the “Revolving Credit Facility”) with the lenders party thereto, Citibank, N.A., acting as the administrative agent, and Wilmington Trust, National Association, acting as the collateral agent.

On August 21, 2025, Spirit borrowed the entire available amount of $275.0 million under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility will mature on March 12, 2028.

Item 7.01. Regulation FD Disclosure.

As further described in this Current Report on Form 8-K, Spirit has reached an agreement with USB, its credit card processor to extend the Card Processing Agreement for two additional years, until December 31, 2027. To enhance Spirit’s liquidity in light of the collateral posting requirements that are a component of the two-year Card Processing Agreement extension described above, and for general corporate purposes, on August 21, Spirit also borrowed the entire amount available to it under the Revolving Credit Facility, which will be used for general corporate purposes. Spirit plans to continue advancing other liquidity enhancing initiatives as previously disclosed in its Quarterly Report on Form 10-Q for the period ended June 30, 2025.

The information contained in Items 1.01 and 2.03 above is incorporated by reference into this Item 7.01.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Date: August 21, 2025

SPIRIT AVIATION HOLDINGS, INC.
By:	/s/ Thomas Canfield
	Name:	Thomas Canfield
	Title:	Executive Vice President and General Counsel