Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2022
Subsequent Events [Abstract]  
On October 14, 2022, Wheels Up Partners LLC (“WUP LLC”), an indirect subsidiary of the Company, entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which WUP LLC issued $270.0 million aggregate principal amount of equipment notes (collectively, the “Equipment Notes”). The Equipment Notes were issued under separate Trust Indentures and Mortgages (each, an “Indenture” and collectively, the “Indentures”) with respect to each aircraft. The Equipment Notes were issued for net proceeds (before transaction-related expenses) equal to 96% of principal amount, or $259.2 million, and bear interest at the rate of 12% per annum with annual amortization of principal amount equal to 10% per annum.
The Equipment Notes are secured by first-priority liens on 134 of the Company’s owned aircraft fleet and by liens on certain intellectual property assets of the Company and certain of its subsidiaries. WUP LLC’s obligations under the Equipment Notes are guaranteed by the Company and certain of its subsidiaries.
Interest and principal payments on the Equipment Notes are payable quarterly on each January 15, April 15, July 15 and October 15, beginning on January 15, 2023. The final expected distribution date of the Equipment Notes varies from July 15, 2025 to October 15, 2029 depending on the type of aircraft, unless redeemed earlier by the Company. The Note Purchase Agreement and each Indenture and the related guarantees contain certain operational and financial covenants, including a minimum liquidity covenant and a covenant that limits the maximum loan to value ratio of all aircraft financed, subject to certain cure rights of the Company, and other restrictive covenants that provide limitations under certain circumstances. Each Indenture contains customary events of default for transactions of this type, including cross-default provisions among the Equipment Notes. The maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default.