Spirit Airlines has stopped flying. The Debtors filed for Chapter 11 in August 2025 and spent the following eight months pursuing a reorganization. By late April 2026, they had concluded that no viable path to continued operations remained, and the United States Bankruptcy Court for the Southern District of New York entered a Wind-Down Order on May 8, 2026.

What follows is a sale. On May 27, 2026, the Debtors filed a motion (Docket No. 1117) asking the Court to approve bidding procedures for the disposition of substantially all of their remaining valuable assets. The motion is set for hearing on June 10, 2026, with objections due June 3. If the procedures are approved as proposed, bidding will run on three separate tracks through late June and July, converging on two auctions: one on July 9 for the airline’s slots and operating assets, and one on July 22 for its corporate campus. Sale hearings would follow, subject to the Court’s availability.

Six affiliated entities filed jointly under the lead case In re Spirit Aviation Holdings, Inc. The group pairs a holding company and an operating airline with four Cayman Islands entities that carried the financing, intellectual property, and loyalty functions.

The asset list describes the business. A carrier that holds takeoff and landing slots at LaGuardia, owns a corporate campus and hangar, maintains flight simulators and spare engines, and runs the Free Spirit loyalty program is a commercial passenger airline. The Debtors list a mailing address in Dania Beach, Florida.

The Debtors are represented by Davis Polk & Wardwell, with PJT Partners as investment banker, engaged in early July 2025, and FTI Consulting as financial advisor. The principal creditor constituencies are an ad hoc committee of secured noteholders, advised by Akin Gump, the administrative agent under the revolving credit facility, advised by Milbank, and an official committee of unsecured creditors, advised by Willkie Farr & Gallagher and appointed on September 17, 2025.

The proximate cause was fuel. According to the motion, recent geopolitical events produced a massive and sustained increase in fuel prices, which in turn drove a rapid and unexpected decline in the Debtors’ liquidity.

By April 30, 2026, the conclusion was settled. The Debtors and their advisors had pursued every reasonably available path toward restructuring and continued operations, but sufficient incremental liquidity would not be found, and no viable path to a restructuring or continued operations remained. The Wind-Down Motion followed within days, and the Court entered the Wind-Down Order on May 8, 2026.

This case did not begin as a liquidation. When the Debtors filed in August 2025, the objective was a going-concern restructuring, and the early months of the case carried the familiar machinery of a reorganization: an investment banker evaluating alternatives, a creditors’ committee, and a search for a path to continued operations. The pivot to a wind-down reframes the case. The question is no longer how to keep the airline flying. It is how to realize the most value from what the airline owned.

The marketed assets fall into three groups, and the grouping drives the sale structure. The first is the LaGuardia slot portfolio, which the Debtors are marketing on its own track. The second is the corporate campus, which the motion describes as comprising a hangar, an office complex, a training center, and a multi-family residential building, and which carries its own ground-lease complication. The third is the operating estate: ground service equipment, spare engines, flight simulators, aircraft maintenance equipment, and the assets supporting the Free Spirit loyalty program, along with other intangibles made available in the data room.

The proposed procedures separate the estate into three bidding tracks, each with its own deadlines, and route them into two auction dates. Bidders for the LaGuardia slots and the other operating assets compete at a July 9 auction, while bidders for the corporate campus compete at a separate July 22 auction. The staggering gives each asset class its own schedule rather than a single shared deadline.

Stalking horse designations are authorized but not required. The Debtors may select a stalking horse only from qualified bidders proposing to purchase bid assets for at least $25 million, and any bid protections are capped: a break-up fee not to exceed three percent of the cash portion of the purchase price, plus expense reimbursement not to exceed $500,000. The minimum overbid is built off the approved stalking horse bid plus the approved bid protections plus an additional two percent of the stalking horse consideration. Every bid must carry a good-faith deposit equal to ten percent of the consideration, held in escrow and returned to non-prevailing bidders within four business days after entry of the sale order.

The clearest way to read the proposed process is track by track. The slots move first and fastest, with indications of interest and stalking horse bids both due June 10, the same day as the procedures hearing. The other operating assets follow on a slightly later cadence, and the campus runs last, with its auction two weeks after the others. The table below sets the three tracks side by side across the key milestones, with all deadlines at 4:00 p.m. unless noted.

The auctions, if needed, are to be held at the New York offices of Debtors’ counsel. Sale hearings are not yet calendared and will be scheduled subject to the Court’s availability. The cure objection deadline for the operating assets falls on July 7, and the Debtors target June 23 to file the schedule of potential assumed contracts.

The slots sit on their own track, carrying the earliest deadlines in the case: indications of interest and stalking horse bids are both due June 10, and final bids June 30, ahead of the July 9 auction. Separately, the procedures impose a requirement across all bid assets that any governmental, licensing, regulatory, or other approvals be obtainable no later than July 17, 2026, a date that falls after the July 9 auction and before the campus process concludes.

The corporate campus carries a notable legal question. If the campus is sold as individual properties, the ground lessor, Dania Live 1748 II LLC, holds a right of first refusal under a ground lease dated December 18, 2019. A right of first refusal can complicate a sale process, because a prospective buyer knows the holder may match its bid and take the asset after the buyer has done the diligence.

The Debtors do not leave it unaddressed. They take the position that the right of first refusal operates as a de facto anti-assignment provision and is therefore unenforceable under section 365(f) of the Bankruptcy Code, the provision that overrides restrictions on a debtor’s ability to assume and assign its contracts and leases. Resolving that question up front is what allows the campus to be marketed cleanly.

The procedures contain a set of conflict provisions that point to who may bid. They contemplate that a secured lender or noteholder group could itself become a buyer, and they build information walls for that scenario. A lender that intends to bid cannot also remain inside the consultation process and see how competing bids are evaluated.

Read together, these terms indicate that a lender constituency may itself bid, and that the Debtors have built the process to manage the conflicts that arise when a party advising the estate is also competing for its assets.

The motion rests on settled ground. A debtor’s business judgment is entitled to substantial deference in structuring a sale, and the paramount goal is to maximize value to the estate. Bid protections are tested against the familiar three-part standard from Genco Shipping, which asks whether the arrangement is free of self-dealing, whether the fee would chill rather than encourage bidding, and whether the amount is reasonable relative to the purchase price. The sale itself proceeds under section 363, which the Second Circuit has long held requires only a good business reason, a standard later described as minimal.

The motion also asks the Court to waive the stays under Bankruptcy Rules 6004(h) and 6006(d), which the Debtors describe as necessary to close on the timeline imposed by their DIP credit agreement. That request is the procedural counterpart to the compressed calendar, allowing closings to occur on the schedule the financing requires.

The near-term gates are simple to track. Objections to the procedures are due June 3, and the hearing is June 10. If the Court approves the procedures as proposed, the bid deadlines run through late June, the two auctions occur on July 9 and July 22, and sale hearings follow once calendared. Nothing here is final until the Court enters the bidding procedures order, and the procedures may be amended in response to objections.

The deeper questions are about value and process. For the secured creditors, the issue is how much the slots, the campus, and the loyalty program fetch in a compressed summer sale, and whether a lender bid ends up setting the floor. For the estate, the procedures are designed to draw competing bids while meeting a timeline dictated by the DIP facility. And for the campus specifically, the right-of-first-refusal question may determine whether the highest bid is the winning bid.