Bloomberg复盘Spirit Airlines清算过程，未提供新的可交易增量催化

A little after 10 a.m. on Wednesday, July 8, in the federal courthouse in White Plains, New York, bankruptcy judge Sean Lane hurries into his courtroom ready to face the morning’s docket. Aside from a few law clerks and court officials, the wood-paneled room is almost entirely empty; lawyers and their clients appear via Zoom on large monitors on either side of the bench. Most of the cases concern car loan payments. There’s a 2020 Honda Odyssey, a 2019 Nissan Altima, a pair of Volvos — their indebted drivers all asking the court for protection against repossession. Lane approves the requests when he thinks the debtor can afford the monthly payments, and when he doesn’t, the lender has the right to the car. The judge takes care to explain his reasoning: “I have a playbook, which is the bankruptcy code,” he likes to say. Each time, he picks up his bound copy of Title 11, the congressional statute that governs American bankruptcy cases, and brandishes it before his webcam.

Then the judge comes to the last case on the morning’s schedule. On the monitors, a lawyer named Marshall Huebner appears from the offices of Davis Polk & Wardwell, the elite New York firm where he’s a partner. Huebner is standing at a lectern in front of a wood-paneled wall. It’s a kind of stage set to give the impression that he’s here in the courtroom.

Huebner’s client, Spirit Airlines, is not here either. It’s not really anywhere. On May 2, the ultra-low-cost carrier, after decades of showing America just how affordable and unluxurious air travel could be, announced it was going out of business. The news came a couple of hours after midnight, and it had the swiftness and finality of a guillotine. Not one more Spirit flight would depart. Passengers and even the airline’s now former crew members had to find a ride home.

Although most Spirit functions immediately ceased that early morning, and most of Spirit’s 17,000 direct and indirect employees immediately lost their jobs, not all of them did. Since then, a small group of people has been going about the work of shutting down the company and disposing of its remains.

Huebner is technically representing not Spirit but its estate. “There is a lot going on,” he tells the judge, “despite the unfortunate circumstances in which we find ourselves.” Various auctions are in the works: for Spirit’s planes and real estate, for its landing slots, even for its tow tractors.

At Spirit’s onetime headquarters outside Fort Lauderdale, Florida, a dwindling skeleton crew is getting the former airline’s affairs in order. It’s painstaking work. That’s because everything about commercial aviation is complicated, even going out of business. The operations of a large airline are deeply entangled, highly regulated and very public; its assets are at once extremely expensive and surprisingly delicate. And despite the bankruptcy restructurings and mergers and takeovers the airline industry regularly goes through, it’s rare for a major airline to simply shut down. TWA was absorbed by American Airlines Inc., and AirTran was acquired by Southwest Airlines Co. The last time an airline of Spirit’s size was completely dissolved was Pan Am, 35 years ago.

A lot has changed since then, in airline operations and the world at large. “We had been preparing for this possibility for several months prior to the actual shutdown, just in case it actually did happen,” says Dave Davis, Spirit’s chief executive officer. Davis hadn’t been in the job long before the airline’s collapse. He was hired in April 2025, as Spirit was emerging from bankruptcy restructuring, to oversee the airline’s return to profitability, and he was clear-eyed about what might be necessary if that effort failed. But he’s been struck by how difficult it’s proven, logistically and also emotionally, to actually unwind the business. “I’ve never done it before. It’s been a while since anyone’s done it, right?” he says. Airlines, like bankruptcy judges, have extremely detailed playbooks for everything. But when something truly unusual happens, they have to rewrite them as they go.

The dismantling of Spirit can be broken down roughly into two phases. The first, more acute one was governed by the pace and complexity of everyday airline operations and so had to move very quickly. Its countdown clock began on April 30, right after Spirit’s bondholders rejected the terms of the federal government’s proposed $500 million emergency bailout. That afternoon, a Thursday, US Secretary of Commerce Howard Lutnick called Davis to tell him there wouldn’t be a new offer.

At that point, Davis saw no way for Spirit to survive. The airline had been struggling for years, as larger US carriers co-opted its strategy, wooing budget-conscious passengers with bare-bones fares while still turning fat profits on business travelers who would never consider an ultra-low-cost carrier. To cut fuel costs, Spirit had splurged on dozens of new planes with innovative, fuel-efficient Pratt & Whitney engines, but that backfired when those engines turned out to be defective and the planes sat for months awaiting repairs. When Davis came on as CEO, the airline was heavily in debt — its last profitable year had been 2019 — and he had taken it into a new Chapter 11 reorganization after only a few months. He’d been preparing to come out of it when the war in Iran broke out in February. The doubling of jet fuel prices was not something anyone had planned for. “It cost us $50 million a month in liquidity that we just didn’t have,” Davis says. And so, with no government lifeline, “we were forced to make the really tough decision to wind down operations.” He initiated what was known to a small circle of people inside Spirit as Plan Charlie.

In pilot radiotelephony lingo, Charlie means “C.” Plans Alpha and Bravo were the ones in which Spirit stayed in business: by either being acquired by a competitor like Frontier or JetBlue (Plan A) or emerging out of bankruptcy as a smaller, less indebted standalone airline (Plan B). Even though Charlie had been the plan no one wanted to have to use, months of careful calibration had gone into it. In January 2026, nine months into a tenure dominated by bankruptcy negotiations, Davis formed a special team to figure out how the airline would shut down if forced to. Chief Operating Officer John Bendoraitis led the team, along with the company’s heads of human resources, airport operations, IT and crew scheduling. There was someone from the legal department, and consultants from the restructuring and communications adviser FTI Consulting Inc. They worked out of Spirit Central, the new 11-acre Florida campus completed only months before the airline first filed for bankruptcy in November 2024.

The difficulty for Bendoraitis’ team was that, once an airline reveals that it’s shutting down, the whole web of commercial obligations it depends on disintegrates. The business immediately becomes unmanageable: The actual owners of Spirit’s mostly leased fleet of Airbus A320s and A321s demand their hundred-million-dollar planes back; the contract vendors servicing and supporting those planes begin to doubt they’ll get paid and threaten to withhold services. Spirit’s own employees — including those making potentially life-and-death decisions — might become distracted and demoralized. “It becomes chaos,” Davis says. “You can’t really do something like this gradually.”

To avoid that chaos, Plan Charlie needed to keep Spirit operating as normal, not tipping its hand even to the airline’s own employees, before instantaneously freezing everything in place. Because the team wanted to ensure that no Spirit planes were in the air when the announcement was made, and because they also wanted to minimize cancellations, the plan was built around a 3 a.m. shutdown, a time when normally only a few overnight flights would be en route.

The day after Spirit’s rescue fell apart was Friday, May 1. It wasn’t when anybody running the company would have wanted to put Plan Charlie in motion. Weekends and the days leading up to them are particularly busy for a low-cost airline catering to leisure travelers. Nevertheless, around 1 p.m. that day the airline started canceling its longer flights. This included international departures to Latin America and the Caribbean. There were additional reasons to make sure those planes didn’t take off: Having them sitting at airports outside the jurisdiction of the US government and US courts at the moment the airline went out of business could complicate the already tricky business of getting them back home.

Early Friday evening, Spirit stopped doing any maintenance on its planes that wasn’t immediately necessary, reducing the odds that its mechanics would be in the middle of a job the moment operations ceased. Around the same time, the company’s board was officially notified that the wind-down was in progress. The night’s red-eyes were canceled a few hours before they were set to depart. As the day wore on, news of the impending shutdown began to leak to the press.

By then, security teams at the carrier’s hangars were being told to lock up all the spare parts. The IT department was setting up an automated process to refund customers for tickets on the flights Spirit would never fly. (Refunds, like complimentary drinks, were luxuries the airline generally didn’t offer when it was a going concern.) A member of the shutdown team was even tasked with calling airports about parking. Because Spirit paid for airport parking for employees who were on shift, the fear was that the airport authorities might take the cars as collateral for money the airline still owed them. So someone called around to promise that, whatever happened, the parking fees would get paid. The money would end up coming out of a special wind-down budget hashed out between Spirit’s leadership and the institutional investors who held much of its debt.

A bigger issue was how the 1,500 Spirit employees who were away from home would get back to those cars. The head of crew scheduling made sure there was a plan to quickly reach out to the stranded pilots and flight attendants to tell them how they’d return — largely on other carriers’ flights, the fares also coming out of the wind-down budget. A little after midnight Saturday morning, the leadership of the unions representing Spirit’s pilots, flight attendants, mechanics and ground crews was being told what was about to happen. (In response to questions about the shutdown, the Air Line Pilots Association said it is helping “connect Spirit pilots with new opportunities”; Sara Nelson, president of the Association of Flight Attendants-CWA, said thousands of its members still haven’t been fully paid and “our union continues to fight to get every penny owed.” A group of former Spirit employees is now attempting to bring a class-action lawsuit against the company under a federal law requiring advance warning of terminations; Spirit has argued in court that the uncertainty around its fate right up until the failure of the federal bailout made such notice impossible.)

As midnight passed, a couple dozen people sat in a large conference room at Spirit headquarters that had become the Plan Charlie war room. They watched on the main monitor as the last Spirit flights came in, one after another, all of them to Dallas-Fort Worth International Airport. On the tracking software, the planes were little red icons tracing overlapping lines over a digital map: NK 935 from Fort Lauderdale, NK 1607 from Chicago and, finally, NK 1833 from Detroit, where Spirit first began as a charter service in 1983. Forty-three years later and 45 minutes ahead of schedule, Spirit officially ceased operations at around 2:15 a.m. Eastern time. On its last day in service, even as its leadership was administering Spirit’s last rites, it had flown 50,000 passengers.

Now the shutdown immediately had to go from being a closely guarded secret to being broadcast as widely as possible, so the news would reach everyone with a ticket for an upcoming Spirit flight. Notifications went out by text and email and through the airline’s app. Visitors to spirit.com were redirected to a new website, spiritrestructuring.com, and calls to the company’s main phone number were met with a new recorded message. Nonetheless, there were still a number of customers who didn’t get the message and showed up at the airport expecting to fly. When they did, they would have found the airline’s trademark yellow kiosks displaying an “operational update” on their touchscreens: “We regret to inform you that Spirit Airlines has ceased global operations.”

In the hours and days after the shutdown, certain Spirit customers — the ones in the middle of their trips — faced the additional challenge of getting home. Competing airlines rushed into the void. JetBlue rolled out $99 rescue tickets, United Airlines capped fares for stranded Spirit customers, Delta Air Lines made special discounted seats available, and Southwest offered special fares at airport counters. The rescue fares and discounts weren’t charity, of course; Spirit’s competitors sensed an opening. Frontier Airlines, its closest low-cost rival, quickly added flights to airports Spirit once served. But there were other measures that felt more like solidarity. Those same airlines also extended the industry perk known as jump-seat privileges, so now suddenly unemployed Spirit pilots and flight attendants could still travel free in unoccupied cabin or cockpit seats. By the end of the weekend, all of Spirit’s employees were home.

Then there were the planes — the “metal,” in industry parlance. Like Spirit’s passengers and flight crews, all those yellow Airbuses couldn’t just be left where they ended up Saturday morning. But Spirit no longer had the means or the permission to fly them. The airline hadn’t even owned most of them to begin with: Like its competitors, it leased much of its fleet as a way to reduce capital costs, and during its bankruptcies it had been working to sell off what planes it did own to raise cash. As a result, when Spirit shut down, most of the roughly 100 planes in its active fleet were actually owned by aircraft lessors including AerCap Holdings NV, SMBC Aviation Capital and Aviation Capital Group Corp., companies with massive balance sheets and low public profiles. The Tuesday after Spirit’s shutdown, at a hastily scheduled liquidation hearing in White Plains, the airline stopped making its lease payments and agreed to surrender the planes to their owners. But even before that happened, the lessors had started securing their assets.

Roughly 12 hours before Spirit officially went out of business, AerCap had reached out from its headquarters in Dublin to Nomadic Aviation Group LLC, an “aircraft ferry” that transports planes from one place to another. Nomadic’s founders, Bob Allen and Steven Giordano, weren’t surprised to hear from the lessor. The industry was already on a Spirit death watch, and there had been previous urgent calls in the months before, when the airline had come close to failing. This time, though, the initial rumors were confirmed within hours. AerCap had been tracking its planes, plugging their tail numbers into a consumer flight tracking app to find out which airports they were at and where the ones in the air were headed. They wanted Nomadic to have crews there to meet them.

The minute Spirit became insolvent, the planes became the lessors’ problem: They had to pay the storage fees for the airports where they were parked, and they had to worry about servicing them. And the longer those extremely complex machines sat there, the more likely it was that something would go wrong with them or that they might miss one of their regular maintenance checks. That would make it more complicated to then fly the planes to wherever the lessor wanted to keep them.

In other words, the lessors had their own clocks, so Nomadic did too. “We had six hours to find 20 pilots for that initial group of airplanes,” Giordano says. He and Allen are also pilots, certified to fly on a wide array of commercial aircraft, but Nomadic relies heavily on contractors. In this case, they decided to mine Spirit’s own pilots. “I mean, if this place is going out of business, these people are familiar with the airplanes, they’re familiar with each other,” Allen recalls thinking. “And we want to put money in their pocket. This is a bad situation for them.” In the middle of the night on Friday, Allen reached out to Spirit pilots who’d just landed, offering them a gig. “I’m saying, ‘Hey, you’re probably not going to have a job tomorrow, but I want to hire you to repossess your airplane,’” Allen says. “So we had 10 or 15 guys — they literally were up all night long, lost their job, got on commercial flights and started moving all over the country to be in position to start moving airplanes for us.”

It proved to be a very hectic few days. A second lessor reached out, then a third and a fourth. Nomadic ended up moving 26 planes in the immediate aftermath of the wind-down. Allen manned the phones and barely slept for three days, fueling himself on Red Bull and M&M’s. Giordano piloted one of the flights himself, repossessing a plane at his home airport in Philadelphia. One of the planes, in Atlantic City, New Jersey, had a battery that had drained down while the aircraft was sitting there unattended. Before the plane could fly, the lessor had to pay for a replacement: tens of thousands of dollars in total for the part, express Hazmat shipping and installation. But the difficulties were often not mechanical ones. The transfer of AerCap’s planes was delayed for two days as Nomadic and Spirit argued over who’d have to certify the airworthiness of the planes. (Without that certification, they couldn’t fly.) Even once that matter was resolved, airport authorities were reluctant to relinquish a jetliner to a pair of guys in plain clothes, no matter what kind of legal documents they showed up with. There were lots of calls with lawyers and airport authorities, even a sheriff’s deputy in Fort Lauderdale.

Nomadic’s destination on almost all those flights was the Arizona desert, and today the bulk of Spirit’s metal remains there. Just under half of the planes are at a facility run by a company called Ascent Aviation Services, outside Tucson in the town of Marana, at the former headquarters of the CIA’s Vietnam War air operations. US Special Operations Command still does parachute jump training on the site. It’s a harsh, beautiful landscape of ferric soil and mountains and saguaro cactus, and it has two characteristics vital for aircraft storage: dry air and lots of empty space. Ascent’s 530-acre facility is at what is technically an airport, but there are no terminals and no control tower, and beyond the runway, in rows extending toward the surrounding desert, are hundreds of parked planes — 256 in total. During the Covid-19 lockdowns, when the airlines ground to a halt, there were twice that number here.

The formal name for a facility like this is a maintenance, repair and overhaul provider. The colloquial name is a boneyard, and at the outer edges of the Marana complex are aircraft unlikely to fly again — old Boeing 747s and 727s with long-outdated liveries and missing parts. Some, having lost their landing gear, sit on neat stacks of railroad ties. Closer to the hangars, though, the planes are here for shorter stints, and the dominant color is Spirit yellow. The number of Spirit planes swelled to about 90 this summer. They’re all being carefully tended to: Their windows and wheels are covered in heat-resistant sheeting to protect them from the harsh sun, temperature-sensitive electronics inside have been removed for safekeeping, and the planes are towed forward and back because sitting in one place for too long deforms their tires. According to Federal Aviation Administration regulations, they’re given weekly maintenance inspections, including by former Spirit mechanics who got jobs at Ascent.

Some of the Spirit Airbuses will be leased back out to other airlines. Some already have been. Ascent can do the repainting and even reconfigure the cabin, and there’s a seat shop on-site. In late August, Nomadic’s Giordano and his son, a fellow pilot, flew a Spirit A321neo from Marana to Uzbekistan, where it will go into service for a new budget airline there called FlyOne Asia. The next week, Nomadic flew a second one there.

Other planes will be, to a greater or lesser degree, taken apart. Tim McGuire, Ascent’s president, says the company’s mechanics took 44 engines out of Spirit planes in the month and a half after the shutdown. Engines are the most valuable part of a plane by far and often leased separately. In the course of airline operations, they’re regularly switched from plane to plane; if an airframe needs significant maintenance but has perfectly good engines (or vice versa), they’ll often be swapped out. Part of what’s happening at the boneyard is unshuffling all those engines to return them to their actual owners, who can either reattach them to their original airframes or lease them out on their own.

Some of the Spirit planes here are giving up more than their engines. Their owners, having run the numbers, decided that the parts were worth more than the whole. Two planes — only a few years old — are already being torn down for parts. Their onboard computers, flaps, doors and landing gear assemblies are being extracted and put up for sale. “Almost anything from the plane that has been installed can be de-installed,” says Henry Harteveldt, a longtime industry analyst. An airline might buy the plane’s coffee makers, or it might want the entire galley as a unit. Same with the lavatory module. At the end, the fuselages will be sold for the value of their high-grade aluminum.

Ascent helps with that too. One morning in late June, a crane with a demolition claw tore through the skin of a wingless plane, breaking it into segments that would be taken away on a flatbed truck to the recycler, to be smelted down and eventually reborn as another plane, or a Coke can.

In a sense, something similar is happening with the entire airline. “It’s our fiduciary duty to maximize the value of the assets for our creditors,” Davis says, “and that’s what we are in the process of doing.” The airline’s fleet of ground support equipment — its conveyor belt loaders and tow tractors and articulated boom lifts — has already been sold for $11.5 million to Associated Lease and Finance Group LLC, an aviation asset lessor with an appropriately nondescript name. In Michigan, the Wayne County Airport Authority bought back Spirit’s lease on its maintenance hangar there for $18 million. And on the morning of July 16, Davis Polk & Wardwell kicked off an in-person auction at its offices for Spirit’s airport landing slots.

The FAA allows airlines to treat their slots — permissions to take off from and land at specific times from particularly busy airports — as a form of private property, and Spirit’s slots at New York’s LaGuardia Airport were among its most valuable assets. (Only two other airports in the country, Ronald Reagan Washington National and New York’s John F. Kennedy, are slot-controlled the way LaGuardia is, and Spirit didn’t serve them.) The auction stretched into the evening, and dinner was brought in, with ice cream for dessert. It was after midnight when JetBlue won the auction with an offer of $58.5 million for all 22 slots. Frontier had tapped out at $57.5 million.

“This is a fantastic result,” Spirit’s lawyer Huebner announced. It was a week later, on July 22, and Huebner was back at his virtual podium in bankruptcy court. This time even Lane, the bankruptcy judge, Zoomed into the proceedings; the only two people physically present in the White Plains courtroom were a Bloomberg Businessweek reporter and the clerk handling the IT. The landing slots, like so many other assets, had been perishable: If Spirit hadn’t sold them within a few months, the FAA could simply have taken them back. Instead, almost $60 million would now go to Spirit’s creditors. In celebrating the deal, Huebner seemed to speak for most of the people at the hearing — lawyers for the creditors, and for various government entities and assorted former Spirit business partners. Not everyone agreed, though.

Spirit had been a beloved brand to many budget travelers, and once its death was declared, there were immediate efforts to save it. An online influencer started a “Let’s Buy Spirit” campaign and secured $330 million in pledges (nonbinding ones), and entrepreneurs announced plans to restart Spirit under a new name. But some of them look less like serious business propositions than stunts. Representatives of two of those speculative ventures were at the virtual hearing. Despite not yet being actual airlines and despite some vagueness about how they’d get the money, Ihsan Air and Florida Air Express had filed motions claiming that their bids for Spirit’s slots and other assets had been unjustly ignored. Lane disagreed, with evident exasperation. “The objecting parties here have not followed the rules on multiple levels, which I can get into,” the judge said. “But I just want to make that clear.” (Ihsan Air’s lawyer didn’t respond to a request for comment. Florida Air Express, reached for comment, referred back to its legal motion.)

The hearing moved on to previewing the next big asset auction, for 27 of Spirit’s planes — some of the last ones the airline owns. The auction will take place on Sept. 9, and bidding will start at $668 million for the whole lot. For understandable reasons, the planes, like all the machinery the airline is offering, will be sold on an as-is, where-is basis.

Every few weeks, the skeleton crew shrinks as people work themselves out of a job

Davis and his team are working on auctioning off other assets too. There are its three flight simulators — cockpit-size pods up on robotic legs to buck pilots around. In mid-August, the airline sold its two-year-old Florida headquarters to an investment firm for $93.25 million, less than half what it cost to build it. Sometime soon, Spirit will also auction off the spirit.com domain name; it’s a good one, short and general and pregnant with associations, and there’s already been a lot of interest from companies far from aviation. Once those go, the airline will begin to disappear from the internet the same way it’s disappeared in the real world. (The carrier’s customer-service phone number has had a weirder fate. When Spirit returned the number to their telecom vendor, someone else snatched it up. If you call it now, you go down a rabbit hole. Sometimes there’s a phone tree with nonsensical options; sometimes you get someone who sounds as if they’re in an overseas call center, who informs you that Spirit has gone out of business and tries to sell you an airline ticket. According to a spokesperson for the former airline, “Spirit has no role in or control of that.”)

In the meanwhile, Spirit’s institutional knowledge has gone up for sale too. On Aug. 14 the airline and its lawyers held an auction for a massive trove of internal data. According to bankruptcy court filings, it contained 100 million emails, 500 million Microsoft Teams items and nearly 16 million customer chat sessions, along with presentations, spreadsheets, “knowledge repositories and wikis,” and data on everything from aircraft operations and yield management to employee behavior and productivity. Google, the Alphabet Inc. subsidiary, won the auction with a $10 million bid. The purchase has raised privacy concerns: Google has publicly said it “will not receive any personal information from this dataset” and will pay a third party to strip out sensitive information about Spirit’s customers, but the union representing Spirit’s former flight attendants has objected that employee data will not be similarly protected. Lane, the bankruptcy judge, has delayed the sale. If it goes through, Google plans to use the data to train its artificial intelligence models. Perhaps the AI will figure out a way the airline could have stayed in business.

Until the headquarters sale closes, Davis and his skeleton crew are still there. “At first it was obviously very somber, right?” Davis says. “It’s a depressing situation, and it’s a very unfortunate one.” But, he says, there’s also a clear mission, which helps. “At this point, we’re down to a much smaller team, and I think the mood is generally good,” he says. “I would say maybe the benefit of the situation is pretty perfect clarity, right? We know what our job is at this point, and there’s no mystery to it.”

Every few weeks, the skeleton crew shrinks as people work themselves out of a job. After the first couple of days, the focus shifted from getting employees home to making sure they got paid for all their hours; once that was resolved, all the payroll people could be let go. A month after the shutdown, the head count of the skeleton crew dropped from 130 to 90. Among those to leave that day was Bendoraitis, the COO who led Plan Charlie. “A significant number of the folks who are left are aircraft records people,” Davis says. They’re occupied with the challenge of reuniting the engines and airframes, with returning leased parts and selling the rest. Once that’s resolved, the aircraft records people will go.

Davis doesn’t know exactly when his last day will be, but he won’t be there until the bitter end. Once all the assets are sold, he’ll go too: “I’m probably not the guy who can be very useful when we’re down to filing, you know, government forms nine months from now.” Eventually it will just be a few lawyers and accountants, submitting Spirit’s 2026 taxes.Read more: Why Spirit Airlines Failed