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Get filing alertsWheels Up secures $100M unsecured loan from major shareholders Delta, Cox, and CK Wheels
Filed June 1, 2026 · Period ending May 29, 2026 · ~1 min read
Key Changes
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Closed $100M unsecured term loan at 12% interest, maturing May 2029, with proceeds for working capital, fleet expansion (Challenger 300 and Phenom 300 aircraft), and potential debt repayment. Interest compounds quarterly and is paid in kind unless company elects cash payment.
Item 1.01: Entry into Credit Agreement verify on EDGAR → -
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Lenders are existing major shareholders who collectively own over 80% of common stock: Delta (36.3%), CK Wheels (35.6%), and Cox (11.9%). Transaction approved by independent board members, representing related-party financing with strategic investors.
Item 1.01: Related Party Disclosure verify on EDGAR → -
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Loan could mature earlier than 2029—specifically 91 days before existing 2023 Credit Agreement matures (currently Sept 2028) or upon event of default. Loan is unsecured but guaranteed by U.S. and certain international subsidiaries.
Item 1.01: Maturity Terms verify on EDGAR → -
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Credit agreement allows up to additional $100M in incremental term loans, subject to all three lead lenders' consent, providing potential future liquidity beyond initial facility.
Item 1.01: Incremental Capacity verify on EDGAR → -
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Amended existing 2023 Credit Agreement to permit new loan and recognize recently closed $68M Series B Equipment Notes Facility as senior secured debt. Core terms of 2023 facility remain unchanged.
Item 2.03: Amendment No. 4 verify on EDGAR →
Summary
Wheels Up closed a $100 million unsecured term loan from its three largest shareholders—Delta Air Lines, CK Wheels, and Cox Investment Holdings—who collectively control over 80% of the company's common stock. The loan carries a 12% annual interest rate with quarterly compounding, paid in kind (added to principal) unless the company chooses cash payment.
Proceeds will fund working capital, growth initiatives, and fleet expansion of premium Bombardier Challenger 300 and Embraer Phenom 300 aircraft, with potential debt repayment. This related-party financing underscores the strategic investors' continued commitment but also highlights Wheels Up's reliance on insider capital.
The loan matures in May 2029 but includes an acceleration clause that could trigger maturity 91 days before the company's existing 2023 credit facility matures in September 2028. The company also secured the right to request up to another $100 million in incremental loans, subject to lender consent. Retail investors should monitor whether Wheels Up can generate sufficient cash flow to service this 12% debt alongside existing obligations, and watch for any refinancing activity around the 2028 maturity of the senior facility. The heavy concentration of ownership and financing among three parties creates both stability and concentration risk.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The scheduled maturity date for the 2026 Term Loan is the earliest to occur of (i) May 29, 2029, (ii) acceleration or termination of any obligations upon the occurrence and continuation of an Event of Default (as defined in the 2026 Credit Agreement) and (iii) 91 days prior to the “Scheduled Maturity Date” under the 2023 Credit Agreement (as defined below), which is currently scheduled to mature on September 20, 2028
The new term loan matures May 29, 2029, but could mature earlier—91 days before the company's existing 2023 Credit Agreement matures (currently September 20, 2028), or upon an event of default. Interest accrues at 12% annually, compounded quarterly, and is paid in kind (added to principal) unless the company elects cash payment. The loan is unsecured but guaranteed by U.S. and certain non-U.S. subsidiaries.
Added in current filing · verify on EDGAR →
On the Closing Date, the Company entered into Amendment No. 4 to Credit Agreement (“Amendment No. 4”), by and among the Company, as borrower, the Guarantors, each of the Lead Lenders, and the Agent, pursuant to which, among other things, certain conforming amendments were made to (a) permit the incurrence of the 2026 Term Loan and reflect its terms, and (b) further reflect the Series B Revolving Equipment Notes Facility (as defined in the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2026) that closed on May 21, 2026 as senior secured indebtedness
Wheels Up amended its existing 2023 Credit Agreement (a $390 million term loan and $100 million revolving facility) to permit the new 2026 term loan and to recognize the recently closed $68 million Series B Revolving Equipment Notes Facility as senior secured debt. The core terms of the 2023 Credit Agreement remain unchanged except for these conforming modifications.
Added in current filing · verify on EDGAR →
On the Closing Date: (i) there were 36,260,282 shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), outstanding (excluding treasury stock); (ii) Delta beneficially owned approximately 36.3% of the outstanding shares of Common Stock, of which any shares in excess of 29.9% of shares of Common Stock entitled to vote at any annual meeting of the Company's stockholders that are held by Delta will be neutral shares with respect to voting rights; (iii) Cox beneficially owned approximately 11.9% of the outstanding shares of Common Stock; (iv) CK Wheels beneficially owned approximately 35.6% of the outstanding shares of Common Stock
The three lenders providing the new $100 million loan are also major shareholders: Delta owns 36.3% (with voting limited to 29.9%), CK Wheels owns 35.6%, and Cox owns 11.9% of outstanding common stock. The transaction was approved by disinterested, independent board members. This represents a related-party financing arrangement with existing strategic investors who collectively control over 80% of the company.
Event · Item 2.03 — Creation of a Direct Financial Obligation
Wheels Up entered into a 2026 Credit Agreement and Amendment No. 4, creating new direct financial obligations.
Added in current filing · verify on EDGAR →
The information set forth under Item 1.01 with respect to the 2026 Credit Agreement and Amendment No. 4 is incorporated by reference herein.
Wheels Up disclosed the creation of a direct financial obligation through a 2026 Credit Agreement and Amendment No. 4. The filing references Item 1.01 for details but does not provide the full terms in this section. This represents new debt or credit facility arrangements that create financial obligations for the company.
Added in current filing · verify on EDGAR →
the ability to use net proceeds therefrom for working capital and general corporate purposes, including to advance the Company’s growth initiatives, further scale its premium Bombardier Challenger 300 and Embraer Phenom 300 series aircraft fleets and/or repay existing indebtedness, and to pay transaction-related expenses.
The company plans to use proceeds from the credit agreement for working capital, growth initiatives, expanding its Bombardier Challenger 300 and Embraer Phenom 300 aircraft fleets, repaying existing debt, and covering transaction expenses. This indicates the company is seeking capital for both operational needs and fleet expansion.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Credit Agreement, dated as of May 29, 2026, among Wheels Up Experience Inc., as Borrower, the subsidiaries of Wheels Up Experience Inc. party thereto, as guarantors, Delta Air Lines, Inc., Cox Investment Holdings, LLC, CK Wheels LLC and U.S. Bank Trust Company, N.A., as administrative agent
Wheels Up entered into a new credit agreement on May 29, 2026, with Delta Air Lines, Cox Investment Holdings, and CK Wheels LLC as lenders, with U.S. Bank Trust serving as administrative agent. The company and its subsidiaries are parties to this financing arrangement. This represents new debt financing for the company.
Added in current filing · verify on EDGAR →
Amendment No. 4 to Credit Agreement, dated as of May 29, 2026, among Wheels Up Experience Inc., as Borrower, the subsidiaries of Wheels Up Experience Inc. party thereto, as guarantors, the lenders party thereto, and U.S. Bank Trust Company, N.A., as administrative agent and collateral agent (with a conformed version of the Credit Agreement through and including Amendment No. 4 thereto provided in Exhibit A thereto)
On the same date, Wheels Up also executed the fourth amendment to an existing credit agreement with its lenders and U.S. Bank Trust as administrative and collateral agent. A conformed version incorporating all amendments through Amendment No. 4 is included in the filing. This modification to existing debt terms may affect the company's financial flexibility and obligations.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify