 November 2017 SAVE 2017-1 EETC Investor Presentation Issuer Free Writing Prospectus Filed Pursuant to Rule 433(d) Registration No. 333-202260 November 13, 2017 |
 2 Statements in this Investor Presentation contain various forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which represent expectations or beliefs concerning future events of Spirit Airlines, Inc. (the “Company”, “we”). The words “expects,” “estimates,” “plans,”
“anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “outlook,” “may,” “will,” “should,” “seeks,” “targets” and similar expressions are intended to identify
forward-looking statements. Similarly, statements that describe the Company’s objectives, plans or goals, or actions the Company may take in the future, are forward-looking statements. Forward-looking
statements include, without limitation, statements regarding the
Company’s intentions and expectations regarding revenues, cost of operations, the delivery schedule of aircraft on order, and announced new service routes. All forward-looking statements are based upon information available to the Company at the time the statement is made. The Company has no intent, nor undertakes any obligation, to publicly update or revise any forward-looking statement, whether as a result
of new information, future events, or otherwise, except as
required by law. Forward-looking statements are subject to a number of factors that could cause the Company’s actual results to differ materially from the Company’s expectations, including the competitive environment in the airline industry; the Company’s
ability to keep costs low; changes in fuel costs; the impact of
worldwide economic conditions; the Company’s liquidity and general level of capital resources; the Company’s ability to generate non-ticket revenues; government regulation; changes in legislation, regulation and government policy as a result of the 2016
presidential and congressional elections; operational disruptions
out of key airports; and dependence on a limited number of aircraft and engine suppliers. Additional information concerning these and other factors is contained in the Company’s Securities and Exchange Commission (“SEC”) filings,
including but not limited to the Company’s Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. This Investor Presentation highlights basic information about the Company and this offering. Because it is a summary, it does not contain all of the information that you should consider before investing. We have filed a registration statement (including a prospectus) and a related prospectus supplement with the SEC for the offering to
which this Investor Presentation relates. Before you invest, you
should read such prospectus and prospectus supplement (including the risk factors described in the prospectus supplement) and other documents we have filed with the SEC for more complete information about us and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in this
offering will arrange to send you the prospectus and prospectus
supplement if you request it by calling Morgan Stanley & Co. LLC at 1-800-718-1649, Citigroup Global Markets, Inc. at 1-212- 723-6171, Goldman Sachs & Co. at 1-866-471-2526, or Barclays at 1-888-603-5847.
Forward Looking Statements |
 3 Spirit Airlines, Inc. (“SAVE” or “Spirit Airlines”) intends to offer an EETC
(“SAVE 2017-1”) to raise ~$421 million of proceeds
Spirit Airlines intends to issue $420,500,000 of Pass Through Certificates, Series
2017-1, in three classes, as follows: Class AA:
$247,099,000 Class A: $82,366,000
Class B: $91,035,000 The Equipment Notes underlying the SAVE 2017-1 certificates will have the benefit of a security interest in the following
twelve (12) Airbus aircraft to be delivered new to Spirit Airlines
Five (5) new Airbus A321-200ceo aircraft scheduled to be delivered new to Spirit
Airlines between February 2018 and March 2018
Seven (7) new Airbus A320-200ceo aircraft scheduled to be delivered new to Spirit
Airlines between December 2017 and October 2018
The EETC Structure will include the following:
Senior Class AA debt amortizing over 12.2 years
Subordinate Class A debt amortizing over 12.2 years
Subordinate Class B debt amortizing over 8.2 years
Liquidity Facilities will be provided for three semi-annual interest payments on
Class AA, Class A and Class B The waterfall structure will be consistent
with recent EETC precedents Joint Structuring Agents and Joint Lead
Bookrunners: Morgan Stanley and Citi Joint Bookrunners: Goldman Sachs
& Co. and Barclays Liquidity Provider and Depositary: Commonwealth
Bank of Australia, New York Branch, and Citibank, N.A., respectively
Transaction Overview |
 4 Summary of the Certificates Offering 1. Initial LTV as of February 15, 2019, the first regular distribution date after all aircraft are expected to have been financed and after
giving effect to distributions expected to be made on or prior to
such date and assumed depreciation of aircraft. Appraised value is calculated using the lesser of the mean and median (“LMM”) values of each aircraft as appraised by AISI, BK and MBA. An appraisal is only an estimate of value
and should not be relied upon as a measure of realizable
value 2.
Each series of Equipment Notes will mature on the Final Expected Distribution
Date for the related class of certificates 3.
The certificates will be issued in minimum denominations of $2,000 (or such
other denomination that is the lowest integral multiple of $1,000 that is, at the time of issuance equal to at least 1,000 euros) and integral multiples of $1,000 in excess thereof
Class AA Aggregate Face Amount $247,099,000 $82,366,000 $91,035,000 Expected Ratings (S&P / Fitch) AA / AA A / A BBB- / BBB+ Initial LTV (1) 41.1% 54.8% 68.3% Interest Rate Initial Average Life 8.6 8.6 5.4 Regular Distribution Dates February 15 & August 15 February 15 & August 15 February 15 & August 15 Expected Principal Distribution Window (2) 0.7 - 12.2 0.7 - 12.2 0.7 - 8.2 Final Expected Distribution Date February 15, 2030 February 15, 2030 February 15, 2026 Final Legal Distribution Date August 15, 2031 August 15, 2031 August 15, 2027 Minimum Denomination (3) $2,000 $2,000 $2,000 Liquidity Facility Coverage 3 semiannual interest payments 3 semiannual interest payments 3 semiannual interest payments Depositary Proceeds of the offering will be held in escrow with the Depositary and withdrawn
from time to time to purchase the Equipment Notes as the aircraft are
financed Fixed rate, semiannual payments, 30/360 day
count Class A
Class B |
 5 SAVE 2017-1 Indicative Transaction Structure Consistent with recent US airline EETC Issues Indenture / Loan Trustees (1) Mortgage Payments Series AA Equipment Notes Series A Equipment Notes Series B Equipment Notes Subordination Agent Liquidity Provider (2) Advances and Reimbursements (if any) Equipment Note Payments on all Aircraft Principal, Premium Amount (if any) and Interest Distributions Depositary (3) Escrow Agent (1) The Equipment Notes with respect to each Aircraft will be issued under a separate Indenture (2) The Liquidity Facility for each of the Class AA Certificates, Class A Certificates and Class B Certificates is expected to be sufficient to cover up to three consecutive semiannual interest payments with respect to such Class, except that the Liquidity Facilities will not cover interest on the Deposits. (3) The proceeds of the offering of each Class of Certificates will initially be held in escrow and deposited with the Depositary, pending financing of each Aircraft. The Depositary will hold such funds as interest bearing Deposits and such funds, in the case of the Class AA Certificates, will be held in fiduciary accounts. Each Trust will withdraw funds from the Deposits relating to such Trust to purchase Equipment Notes of the corresponding series from time to time as each Aircraft is financed. The scheduled payments of interest on the Equipment Notes and on the Deposits relating to a Trust, taken together, will be sufficient to pay accrued interest on the outstanding Certificates of such Trust. If any funds remain as Deposits with respect to a Trust at the Delivery Period Termination Date, such funds will be withdrawn by the Escrow Agent and distributed to the holders of the Certificates issued by such Trust, together with accrued and unpaid interest thereon. No interest will accrue with respect to the Deposits after they have been fully withdrawn. Class B Certificate holders Class A Certificate holders Class AA Certificate holders Class AA Trustee Class A Trustee Class B Trustee |
 6 Key Structural Considerations (cont’d) Documentation consistent with most recent precedent EETC structures (1) Collateral Waterfall Strategically core aircraft types to Spirit Airlines’ fleet operation all of which are expected to be
delivered new in 2017 and 2018
Buyout Rights Cross- Collateralization and Cross-Default Classes Offered After a Certificate Buyout Event, subordinate Certificate holders have the right to purchase all (but not
less than all) of the Certificates ranking senior thereto at par plus accrued and
unpaid interest No buyout right during the 60-day Section 1110
period No Equipment Note buyout rights
Same waterfall both before and after an event of default
Interest on Eligible Pool Balance of Class A and Class B is paid ahead of principal on
Class AA The Equipment Notes will be cross-collateralized by all
Aircraft All Indentures will include cross-default
provisions Three tranches of amortizing debt are being
offered All three tranches will benefit from a separate liquidity
facility covering three semiannual interest payments
1. See Preliminary Prospectus Supplement for further details
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 7 Collateral Summary SAVE 2017-1 will have the following Airbus aircraft as collateral Appraised Base Value ($MM) # AISI BK MBA LMM (4) Aircraft Type Expected Delivery Date Registration Number 1 A320-200 Dec-17 N651NK 47.5 44.7 44.7 44.7 2 A320-200 Dec-17 N652NK 47.5 44.7 44.7 44.7 3 A320-200 Jan-18 N653NK 47.5 44.8 44.8 44.8 4 A321-200 Feb-18 N683NK 55.0 53.6 55.2 54.6 5 A321-200 Feb-18 N684NK 55.0 53.6 55.2 54.6 6 A321-200 Feb-18 N685NK 55.0 53.6 55.2 54.6 7 A321-200 Mar-18 N686NK 55.1 53.6 55.2 54.6 8 A321-200 Mar-18 N687NK 55.1 53.6 55.2 54.6 9 A320-200 Apr-18 N654NK 47.8 45.2 44.9 45.2 10 A320-200 Aug-18 N655NK 48.1 45.3 45.0 45.3 11 A320-200 Sep-18 N656NK 48.2 45.3 45.1 45.3 12 A320-200 Oct-18 N690NK 48.3 45.5 45.1 45.5 Total (5) 610.0 583.1 590.0 588.3 1. As of February 15, 2019, the first Regular Distribution Date after all aircraft are assumed to be financed and after giving effect to
all distributions expected to be made on or prior to such date
and assumed depreciation of the aircraft. Appraised value is calculated using the lesser of the mean and median (“LMM”) values of each aircraft as appraised by AISI, BK and MBA. An appraisal is only an estimate of value and
should not be relied upon as a measure of realizable
value 2. Initial collateral cushion is calculated as the
first Regular Distribution Date after all aircraft are assumed to be financed 3. Assumes that the base value of the aircraft depreciates by 3% per year during the first 15 years after assumed initial delivery
date 4. Lesser of the median and mean of the base values of
the aircraft as appraised by AISI, BK and MBA 5. Totals may
not sum due to rounding The
initial aggregate aircraft Appraised Value is $572,720,100 (1) Appraisals indicate an initial collateral cushion of approximately 58.9% (2) , 45.2% (2) and 31.7% (2) on the Class AA, Class A and Class B Certificates, respectively, which increases over time as the debt
amortizes based on assumed depreciation of collateral value (3) |
 8 Transaction Collateral Fleet Composition An entirely narrowbody collateral pool representing arguably the most liquid aircraft in the global marketplace SAVE 2017-1 collateral includes (5) new A321-200 and (7) new A320-200 46% A321-200 by Base Value (1) 54% A320-200 by Base Value (1) A320’s and A321’s advanced technology includes sharklets that are more fuel efficient Helps Spirit Airlines maintain and further lower its cost structure Fly-by-wire flight controls provide total airframe structural protection for improved safety Reduces pilot workload and fewer mechanical parts Cockpit standardization across A320 family allows a pilot qualified on one family member to fly all of them Enables Spirit Airlines to conduct effective scheduling of aircraft and crew across full network Helps Spirit Airlines maintain and further lower its cost structure A320-200 54% A321-200 46% 1. Lesser of the median and mean of the base values of the aircraft as appraised by AISI, BK and MBA
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 9 Collateral Fleet Importance The transaction collateral is an essential component of Spirit Airlines’
owned fleet and is core to its future fleet strategy
1. Owned fleet count as of 9/30/2017 as provided by Spirit
Airlines 2. Fleet statistics based on total pro forma owned
fleet including 2017-1 collateral 3. The
SAVE 2017-1 collateral pool represents ~10% of Spirit Airlines’ pro forma total operating fleet (consisting of owned and leased aircraft); A320 represents ~11% of pro forma operating A320 fleet; A321 represents ~19% of pro forma operating A321 fleet
Source: Spirit Airlines
0 10 20 30 40 50 60 70 Owned Fleet A319 A320-200 ceo & neo A321-200 Owned Fleet SAVE 2017-1 Collateral (% of Pro Forma Owned Fleet) # of Aircraft 27% 19% The SAVE 2017-1 collateral pool represents ~20% of Spirit Airlines’ pro forma total owned fleet (1)(2)(3) A320 represents ~27% of pro forma total owned A320 fleet (1)(2)(3) A321 represents ~19% of pro forma total owned A321 fleet (1)(2)(3) This shows the importance of the SAVE 2017-1 collateral pool to Spirit Airlines
20% |
 10 No Backlog 68% CEO Only 8% CEO & NEO 8% NEO Only 16% A320ceo Expected to be in Demand for Years to Come CEO operator base continues to grow via new deliveries and secondary market acquisition Source: Airbus 130 A320ceo orders since 2016, in 6+ years following neo launch (1) 1. New plus existing airlines and lessor customers; 1/1/2016 – 9/30/2017 68%+ of CEO operators have no NEO backlog Demand for CEOs will remain strong # of Aircraft • Over 4,700 CEOs will likely remain in service in 2030 • Today’s CEOs can be up to 10% more fuel efficient than the oldest ones • CEOs remaining in service will be the most fuel efficient CEOs delivered Many operators will have no choice but to acquire used aircraft to meet growth and replacement requirements
0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 |
 11 A320-200 Customers A320-200 has a global population and operators in all sectors The A320 series is operated across many regions with 8,405 (1) firm orders placed as of September 30, 2017 A320-200ceo is one of the most popular variants with 4,732 firm orders placed from 179
customers worldwide Spirit Airlines currently has 8 firm open orders (2) as of September 30, 2017 Source: Airbus. Ascend Q3 2017 Market Commentary, Spirit 3Q 2017 10Q filing
1. Includes A320-200ceo and A320-200neo aircraft
2. Includes only A320-200ceo
aircraft Asia Pacific 35% Europe 25% Africa 14% North America 12% Latin America & Caribbean 8% Middle East 6% A320-200ceo (In Service/On Order) Breakdown by Geography Airlines # of Aircraft 181 149 130 174 122 Lessors # of Aircraft 233 226 174 92 89 Top 5 Airline Operators (2) (In Service / On Order) Top 5 Operating Lessors (2) (In Service / On Order) |
 12 A320-200 Aircraft Characteristics Founding member of Airbus single-aisle family A320-200 aircraft Engine Equipped with V2527-A5 SelectTwo Engine Type Fuselage Fuselage structure built around a series of frames pitched at 21 inches Fuel Efficiency Sharklets improve fuel economy by reducing drag from the air flow around the wing tip Cockpit Fly-by-wire cockpit with advanced electronic flight deck Airbus first delivered A320-200 on March 1982 to Air France Strong orderbook indicates operator enthusiasm Currently there are
4,732 firm orders with 179
customers worldwide Spirit Airlines’ configuration accommodates 182 passengers (compared to 150 on United and American and 162 on JetBlue) A320’s advanced technology includes a centralized fault display for easier troubleshooting and lower maintenance costs A320 is equipped with the advanced electronic flightdeck Six fully integrated EFIS (1) color displays Innovative sidestick controllers rather than conventional control columns Wider fuselage than main competitors allow increased passenger comfort and better cargo capacity Source: Airbus. Ascend Q3 2017 Market Commentary 1. Electronic flight instrument system |
 13 A321-200 Customers A321-200 continues to be an increasingly popular type The A321 series is operated across many regions with 3,271 (1) firm orders placed as of September 30, 2017 A321-200ceo is one of the most popular variants with 1,793 firm orders placed from 99
customers worldwide Spirit Airlines currently has 9 open firm orders (2) as of September 30, 2017 Source: Airbus. Ascend Q3 2017 Market Commentary, Spirit 3Q 2017 10Q filing
1. Includes A321-200ceo and A321-200neo aircraft
2. Includes only A321-200ceo aircraft
A321-200ceo (In Service/On Order)
Breakdown by Geography
Airlines # of Aircraft 219 122 96 75 68 Lessors # of Aircraft 99 51 38 34 29 Top 5 Airline Operators (2) (In Service / On Order) Top 5 Operating Lessors (2) (In Service / On Order) Asia Pacific 33% Europe 30% North America 28% Latin America & Caribbean 5% Middle East 3% Africa 1% |
 14 A321-200 Aircraft Characteristics Cockpit Fly-by-wire cockpit with advanced electronic flight deck Engine Equipped with V2533-A5 SelectTwo Engine Type A321-200 aircraft Fuselage A321 has 13 frames more than A320 Fuel Efficiency Sharklets improve fuel economy by reducing drag from the air flow around the wing tip Cabin High density layout allows seating to accommodate 218 passengers with push to 230 in newer configurations 1,793 cumulative orders from 99 customers worldwide A321-200ceo offers lower seat-mile costs than 150-seaters Provides more capacity at slot- constrained airports Compared to A320, A321’s major change is the elongated fuselage Source: Airbus A321 is the largest member of Airbus’ A320 series Spirit Airlines’ configuration accommodates 228 passengers (compared to 187 on American Airlines and 200 on JetBlue) Sharklets improves fuel burn, emissions and raises payload range A321ceo is outperforming the Boeing competitor (737-900ER) in terms of fleet size, order growth and total backlog Benchmark A320 Family’s Largest Member |
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