Spirit Aviation (NYSE: SAVE) posts $50M collateral, taps $275M loan

Rhea-AI Filing Summary

Spirit Aviation Holdings, Inc. updated investors on two major financing actions involving its credit card processor and revolving credit facility. Spirit Airlines agreed to transfer an additional $50 million in cash to a pledged account for U.S. Bank National Association and to permit holdbacks of up to $3 million per day until the bank’s exposure is fully collateralized and kept fully collateralized as it changes. In return, the card processing agreement is extended from December 31, 2025 to December 31, 2027, with two automatic one-year renewals, and the existing minimum liquidity trigger for holdbacks is removed.

Separately, on August 21, 2025, Spirit borrowed the entire available amount of $275.0 million under its amended and restated senior secured revolving credit facility, which matures on September 30, 2026. The company states that this borrowing, together with the revised collateral posting, is intended to enhance liquidity and will be used for general corporate purposes while it continues pursuing other liquidity initiatives.

Positive

• None.

Negative

• Spirit Aviation borrowed the full $275.0 million available under its senior secured revolving credit facility, increasing near-term debt that matures on September 30, 2026.
• The company committed an additional $50 million to a pledged account and allowed daily holdbacks of up to $3 million, placing more cash into collateralized structures.

Insights

Credit & Liquidity Analyst

Spirit increases secured liquidity by drawing $275M but at the cost of more collateral and tighter card-processing terms.

Spirit Aviation is reshaping its liquidity profile by deepening its reliance on secured facilities. The company is posting an additional $50 million to a pledged account and allowing up to $3 million per day in card-processing holdbacks so that U.S. Bank’s exposure remains fully collateralized. In exchange, Spirit gains a longer processing horizon, with the card agreement now running through December 31, 2027 and potentially two extra one-year renewals, plus removal of a minimum liquidity trigger for holdbacks.

On the debt side, Spirit has drawn the full $275.0 million capacity of its senior secured revolving credit facility, which matures on September 30, 2026. This immediately boosts cash availability but also increases leverage and encumbers assets under the facility. The company links these moves to enhancing liquidity and funding general corporate purposes, while other liquidity initiatives referenced in its June 30, 2025 quarterly report are expected to complement this strategy.

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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

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. ☐

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 September 30, 2026.

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

FAQ

What did Spirit Aviation Holdings (SAVE) change in its card processing agreement with U.S. Bank?

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 kept fully collateralized as it changes. In exchange, the card processing agreement term is extended to December 31, 2027 with two automatic one-year renewals and the minimum liquidity trigger for holdbacks is removed.

How much did Spirit Aviation borrow under its revolving credit facility?

On August 21, 2025, Spirit borrowed the entire available amount of $275.0 million under its amended and restated senior secured revolving credit facility.

When does Spirit Aviation’s $275.0 million revolving credit facility mature?

Borrowings under the revolving credit facility will mature on September 30, 2026, giving Spirit a little over a year from the borrowing date to repay or refinance.

Why is Spirit Aviation posting additional collateral and drawing its revolver?

The company states that the additional pledged cash and the full draw of the $275.0 million revolver are intended to enhance Spirit’s liquidity in light of collateral posting requirements tied to the extended card processing agreement and to fund general corporate purposes.

How long is Spirit Aviation’s card processing agreement with U.S. Bank now in effect?

The term has been extended from a prior expiry of December 31, 2025 to December 31, 2027, with two automatic one-year extensions unless either party gives notice of non-renewal at least 90 days before the end of the then-current term.

What liquidity initiatives does Spirit Aviation mention beyond these transactions?

Spirit notes that it plans to continue advancing other liquidity enhancing initiatives as previously described in its Quarterly Report on Form 10-Q for the period ended June 30, 2025.