Regulation FD Disclosure Form 8 K

On November 19, 2024, Spirit launched a consent solicitation (the "Consent Solicitation") with respect to its 8.00% Senior Secured Notes due 2025 (the "2025 Notes"). The purpose of the Consent Solicitation is to seek consents to remove certain bankruptcy remote provisions from the agreements governing the 2025 Notes (the "Proposed Amendments"), including (i) the Indenture dated as of September 17, 2020, among Spirit IP Cayman Ltd., and Spirit Loyalty Cayman Ltd., as co-issuers (the "Co-Issuers"), Spirit, Spirit Finance Cayman 1 Ltd. ("HoldCo 1") and Spirit Finance Cayman 2 Ltd. ("Holdco 2") as guarantors (the "Guarantors"), and Wilmington Trust, National Association as trustee (the "Trustee") and collateral custodian, as amended by a first supplemental indenture dated as of November 17, 2022, (ii) the Collateral Agency and Accounts Agreement dated as of September 17, 2020 among the Co-Issuers, Spirit, HoldCo 1 and Holdco 2, and Wilmington as depositary (the "Depositary"), collateral agent (the "Collateral Agent") and the Trustee and each other senior secured debt representative from time to time party thereto and (iii) the Security Agreement dated as of September 17, 2020 among the Co-Issuers, HoldCo 1 and HoldCo 2 and the Collateral Agent.

In addition, the Consent Solicitation will seek consent to give certain directions and authorization to the Trustee to (and/or, as applicable, direct the Collateral Agent to) execute and deliver certain amendments to the applicable documentation and to take any and all other action necessary or expedient and reasonably requested by the Co-Issuers or the Company to facilitate the filing of the Co-Issuers, HoldCo 1 and HoldCo 2 (the "Additional Company Parties") for bankruptcy along with Spirit in the Southern District of New York pursuant to Chapter 11 of the Bankruptcy Code consistent with the special voting share provisions applicable to such entities.

As of the date hereof, the beneficial owners of more than 78.6% of the outstanding principal amount of the 2025 Notes have signed that certain Restructuring Support Agreement, dated as of November 17, 2024 that requires them to consent to the Proposed Amendments. Each of the Co-Issuers, HoldCo 1 and HoldCo 2 will execute and deliver a Company Acknowledgement to become a party to the Restructuring Support Agreement upon completion of the Consent Solicitation.

After giving effect to the Proposed Amendments, Spirit expects that the Additional Company Parties will commence chapter 11 cases and file a motion seeking joint administration of the chapter 11 cases of Spirit and the Additional Company Parties (collectively, the "Chapter 11 Cases").

The information included in this Current Report on Form 8-K under Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Cautionary Statement Regarding Forward Looking Statements

This Current Report on Form 8-K (this "Current Report") contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") which are subject to the "safe harbor" created by those sections. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are "forward-looking statements" for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "project," "predict," "potential," and similar expressions intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, the Consent Solicitation, the Proposed Amendments and the Chapter 11 Cases. Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors include, among others, risks attendant to the bankruptcy process, including the Company's ability to obtain court approval from the Court with respect to motions or other requests made to the Court throughout the course of Chapter 11, including with respect the DIP; the