efc13-127_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  1)*
 
SPIRIT AIRLINES, INC.
(Name of Issuer)
 
Voting Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
848577102
(CUSIP Number)
 
December 31, 2012
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[X]           Rule 13d-1(b)
 
[   ]           Rule 13d-1(c)
 
[   ]           Rule 13d-1(d)
 

 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

Continued on following pages
Page 1 of 11 Pages
Exhibit Index:  Page 10
 
 
 
 
 
 
CUSIP No. 848577102  Page 2 of 11 Pages
 
 
1.
Names of Reporting Persons.
 
ANCHORAGE CAPITAL GROUP, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
 
Sole Voting Power
0
6.
 
Shared Voting Power
1,500,000
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
1,500,000
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,500,000
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
2.1%
12.
Type of Reporting Person:
 
OO, IA

 
 
 
 
 
CUSIP No. 848577102  Page 3 of 11 Pages
 
 
1.
Names of Reporting Persons.
 
ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
 
Sole Voting Power
0
6.
 
Shared Voting Power
1,500,000
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
1,500,000
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,500,000
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
2.1%
12.
Type of Reporting Person:
 
OO, HC

 
 
 

 
CUSIP No. 848577102  Page 4 of 11 Pages
 
 
1.
Names of Reporting Persons.
 
ANTHONY L. DAVIS
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States of America
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
 
Sole Voting Power
0
6.
 
Shared Voting Power
1,500,000
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
1,500,000
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,500,000
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
2.1%
12.
Type of Reporting Person:
 
IN, HC

 
 
 

 
CUSIP No. 848577102  Page 5 of 11 Pages
 
 
1.
Names of Reporting Persons.
 
KEVIN M. ULRICH
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Canada
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
 
Sole Voting Power
0
6.
 
Shared Voting Power
1,500,000
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
1,500,000
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,500,000
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
2.1%
12.
Type of Reporting Person:
 
IN, HC

 
 
 

Page 6 of 11 Pages
 

 
Item 1(a).
Name of Issuer:
 
Spirit Airlines, Inc. (the “Issuer”)
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
2800 Executive Way, Miramar, Florida  33025

Item 2(a).
Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 
i)
Anchorage Capital Group, L.L.C. ("Capital Group");

 
ii)
Anchorage Advisors Management, L.L.C. ("Management");

 
iii)
Anthony L. Davis ("Mr. Davis"); and

 
iv)
Kevin M. Ulrich ("Mr. Ulrich").
 
This statement relates to Shares (as defined herein) held for the account of Anchorage Illiquid Opportunities Master Fund, L.P., a Cayman Islands exempted company incorporated with limited liability (“Illiquid Opportunities”) and Anchorage Illiquid Opportunities Master Fund II, L.P., a Cayman Islands exempted company incorporated with limited liability (“Illiquid Opportunities II”). Capital Group is the investment advisor to each of Illiquid Opportunities and Illiquid Opportunities II. Management is the sole managing member of Capital Group. Mr. Davis is the President of Capital Group and a managing member of Management, and Mr. Ulrich is the Chief Executive Officer of Capital Group and the other managing member of Management.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office of each of the Reporting Persons is 610 Broadway, 6th Floor, New York, NY 10012.

Item 2(c).
Citizenship:

 
i)
Capital Group is a Delaware limited liability company;

 
ii)
Management is a Delaware limited liability company;

 
iii)
Mr. Davis is a citizen of the United States of America; and

 
iv)
Mr. Ulrich is a citizen of Canada.

Item 2(d).
Title of Class of Securities:
 
Voting Common Stock, $0.0001 par value per share (“Shares”)

 
 
 
 
Page 7 of 11 Pages

 
Item 2(e).
CUSIP Number:
 
848577102

Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),

(e) [X] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
(g) [X] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
Item 4.
Ownership:
 
Item 4(a)
Amount Beneficially Owned

As of December 31, 2012, each of the Reporting Persons may be deemed the beneficial owner of 1,500,000 Shares, comprised of 1,047,300 Shares plus an additional 452,700 Shares obtainable upon conversion of 452,700 shares of the Issuer’s non-voting common stock to Shares. The total amount of Shares includes: (A) 1,068,000 Shares, comprised of 745,678 Shares plus an additional 322,322 Shares obtainable upon conversion of 322,322 shares of the Issuer’s non-voting common stock held for the account of Illiquid Opportunities; and (B) 432,000 Shares, comprised of 301,622 Shares plus an additional 130,378 Shares obtainable upon conversion of 130,378 shares of the Issuer’s nonvoting common stock held for the account of Illiquid Opportunities II.

Item 4(b)
Percent of Class:
 
As of December 31, 2012, each of the Reporting Persons may be deemed the beneficial owner of approximately 2.1% of Shares outstanding.  (There were 70,859,051 Shares outstanding as of October 17, 2012, according to the Issuer’s quarterly report on Form 10-Q, filed October 31, 2012.  Each of the Reporting Persons may be deemed the beneficial owner of 452,700 Shares upon conversion of 452,700 shares of the Issuer’s non-voting common stock.  Pursuant to Rule 13d-3(d)(1)(i)(D), such Shares have been added to the Issuer’s number of Shares outstanding for the purpose of calculating the beneficial ownership percentage herein, for a total of 71,311,751 Shares outstanding.)
 
Item 4(c)
Number of Shares of which such person has:
 
Capital Group, Management, Mr. Davis, Mr. Ulrich:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,500,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,500,000
 
 
 
 
Page 8 of 11 Pages
 
Item 5.
Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
This Item 6 is not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.
 
Item 8.
Identification and Classification of Members of the Group:
 
This Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
Item 10.
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
Page 9 of 11 Pages
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
 
ANCHORAGE CAPITAL GROUP, L.L.C.
  
       
 
By:  Anchorage Advisors Management, L.L.C.,
its  Managing Member
  
       
 
 By: /s/ Kevin M. Ulrich  
 
Name:  Kevin M. Ulrich
  
 
Title:    Managing Member
  
       
 
 
ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
  
       
 
By:  /s/ Kevin M. Ulrich
  
 
Name:  Kevin M. Ulrich
  
 
Title:    Managing Member
  
       

 
ANTHONY L. DAVIS
  
       
 
/s/ Anthony L. Davis
  
 
  KEVIN M. ULRICH  
       
 
 /s/ Kevin M. Ulrich  
 
February 14, 2013
  
 
 
 
Page 10 of 11 Pages
 
EXHIBIT INDEX
 
 
  
 
 
Ex.   Page No.
     
A
Joint Filing Agreement
 11
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 11 of 11 Pages

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned agree that the statement on Schedule 13G with respect to the Common Stock of Spirit Airlines, Inc., dated as of February 14, 2013, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
ANCHORAGE CAPITAL GROUP, L.L.C.
  
       
 
By:  Anchorage Advisors Management, L.L.C.,
its  Managing Member
  
       
 
 By: /s/ Kevin M. Ulrich  
 
Name:  Kevin M. Ulrich
  
 
Title:    Managing Member
  
       
 
 
ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
  
       
 
By:  /s/ Kevin M. Ulrich
  
 
Name:  Kevin M. Ulrich
  
 
Title:    Managing Member
  
       

 
ANTHONY L. DAVIS
  
       
 
/s/ Anthony L. Davis
  
 
  KEVIN M. ULRICH  
       
 
 /s/ Kevin M. Ulrich  
 
February 14, 2013