Davis Polk advised Spirit Airlines, Inc. in connection with a Rule 144A/Regulation S offering of $850 million aggregate principal amount of 8% senior notes due 2025 by 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”), each a Cayman Islands exempted company incorporated with limited liability and an indirect wholly owned subsidiary of Spirit. The notes are guaranteed by Spirit and certain subsidiaries of Spirit. The notes are secured by, among other things, a first priority lien on the core assets of Spirit’s loyalty programs (comprised of cash proceeds from its Free Spirit co-branded credit card programs, its $9 Fare Club program membership fees and intellectual property utilized in connection with the loyalty programs) as well as Spirit’s brand intellectual property.

Spirit Airlines 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.

The Davis Polk finance team included partners Monica Holland and Scott M. Herrig, counsel Darren Mahone and associates Bernard Tsepelman, Stephen M. Rettger and Tom Wolfe. The Davis Polk capital markets team included partners John B. Meade and Yasin Keshvargar and associates Heita Miki, Claudia Carvajal Lopez and Meaghan Kennedy. Intellectual property advice was provided by partner Frank J. Azzopardi, counsel Daniel F. Forester and associates Samantha Lefland, Jennifer Leather and Christopher C. Woller. The Davis Polk corporate team included partners Louis L. Goldberg and Brian Wolfe and associates Nicolas R. Yamagata, Lucas Wozny and Adam Horvath. Restructuring advice was provided by partner Darren S. Klein and associate Thomas S. Green. Tax advice was provided by partner Po Sit and associate Liang Zhang. Members of the Davis Polk team are based in the New York and Northern California offices.