United Airlines expects P&W Boeing 777-200s to return to service next week

From Reuters:

“United Airlines said on Tuesday its Boeing 777 planes equipped with Pratt & Whitney (PW) engines are expected to return to service next week.

Andrew Nocella, United’s chief commercial officer, said the Federal Aviation Administration (FAA) has issued the final paperwork for the wide-body jets, which were grounded after a United flight to Honolulu suffered an engine failure and made an emergency landing in February 2021 in Denver.”

United Airlines aircraft photo gallery:

Global Crossing Airlines reports its first quarter results, A321F fleet to expand to 20

Global Crossing Airlines Group, Inc. (GlobalX) (Miami) has provided an update on its operations for first quarter of 2022 and a preview of Q2 2022.

“We had a strong revenue quarter with a 45% increase in revenue over Q4 2021, despite being impacted heavily by the Omicron variant, which forced us to reduce flying by about 20%,” said Ed Wegel, Chairman and CEO of GlobalX.

“Our results included expenses related to maintenance and conformity for three aircraft deliveries, as well as significant investments in pilot recruitment and training. We also invested heavily in our IT systems as part of our paperless airline initiative that is required to support future growth.

“Most importantly, we developed all the manuals and systems needed for us to certify with the FAA to start flying revenue cargo charters with our A321 freighters in Q4 of this year. We are seeing intensely strong demand for this aircraft and we have now successfully sold out all of the capacity. This represents a minimum of 250 hours per aircraft per month for our first three (3) A321 freighters, and we are working on LOI’s for aircraft four and five.

“In Q2 we are continuing to make significant investments in additional aircraft, with three (3) aircraft being added to our fleet, and in crews and systems to facilitate this growth as we focus on the execution of our business plan for passenger charters, and soon to be launched cargo business.”

Mr. Wegel further added:“We are reaching profitability on our projected timetable and demand is increasing for our product as we gain a reputation for on time, reliable service.

Further, the launch of our Cargo operation in Q4, powered by our 20 A321F which will all be delivered over the next 30 months, will drive sustained growth and profitability.”

First Quarter 2022 Results

During first quarter of 2022, GlobalX operated a total 1,729 block hours with revenues of $16.3M. These represent increases over Q4 2021 of 33% and 46% of block hours and revenues, respectively, and in a single quarter GlobalX exceeded all revenues in 2021. The net loss for the quarter was $4.8 million, and GlobalX ended the quarter with $11.9 million in cash, cash equivalents, and restricted cash. Operating losses during the quarter were driven by the investments necessary to continue the scaling of flight operations and the negative effects of Omicron, which resulted in short term crew shortages and flights cancelled by clients. Across the first 3 months of 2022, GlobalX operated an average of 6 aircraft for a total of 540 aircraft days available for sale.

2022 Outlook

Looking forward to the full year of 2022, GlobalX reaffirms its expectation to see over $90 Million in revenue, powered by double digit sequential quarterly revenue growth through the rest of 2022 as it adds additional aircraft and launches its cargo operations. GlobalX is expecting operating income to be near break even in Q2 and positive in Q3 2022.

The foregoing guidance is based on management’s current views with respect to operating and market conditions and customer forecasts. Actual results may differ materially from what is provided here today as a result of, among other things, the factors described under“Cautionary Note Regarding Forward-Looking Statements” below.

About Global Crossing Airlines

GlobalX is a US 121 domestic flag and supplemental airline flying the Airbus A320 family aircraft. GlobalX flies as an ACMI and charter airline serving the US, Caribbean, and Latin American markets.

GlobalX aircraft photo gallery:

Spirit Airlines Board of Directors to review unsolicited tender offer from JetBlue

Spirit Airlines issued this statement:

Spirit Airlines, Inc. has confirmed that JetBlue Airways has commenced an unsolicited tender offer to acquire all outstanding shares of Spirit’s common stock for $30 per share in cash and a proxy solicitation opposing Spirit’s merger agreement with Frontier Group Holdings, Inc., parent company of Frontier Airlines, Inc.

Consistent with its fiduciary duties and applicable law, and in consultation with outside financial and legal advisors, the Spirit Board of Directors will carefully review JetBlue’s tender offer to determine the course of action that it believes is in the best interests of Spirit and its stockholders. Spirit stockholders are urged to take no action with respect to the JetBlue tender offer at this time pending the Board’s evaluation of the offer.

Spirit intends to advise its stockholders of the Board’s formal position regarding the JetBlue tender offer within ten business days by making available to Spirit stockholders and filing with the Securities and Exchange Commission a solicitation/recommendation statement on Schedule 14D-9. Applicable securities laws prevent Spirit from making any further comments with respect to JetBlue’s tender offer or the terms thereof until after the Schedule 14D-9 is filed with the SEC.

On May 2, 2022, Spirit announced that its Board unanimously determined that the unsolicited proposals received from JetBlue in March and April 2022 did not constitute a ‘Superior Proposal’ as defined in Spirit’s merger agreement with Frontier, because it determined that the proposed transaction was not reasonably capable of being consummated.

Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit, and Debevoise & Plimpton LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors.

Qatar Airways and Malaysia Airlines unveil an enhanced strategic partnership

Qatar Airways and Malaysia Airlines unveil the roadmap outlining the next phase of their strategic partnership, following Malaysia Airlines’ announcement to launch a nonstop service from Kuala Lumpur to Doha from May 25, 2022.

The two partners will significantly expand their codeshare cooperation, allowing passengers to travel the world and enjoy seamless connectivity via their leading hubs in Kuala Lumpur and Doha.

The codeshare expansion, which adds 34 destinations to the existing 62 codeshare destinations, marks another milestone in the long-standing relationship between the two countries’ national carriers and oneworld partners. The agreement benefits travellers from across the globe who will have access to a much greater combined network and enjoy a seamless travel experience on both airlines with a single ticket including check-in, boarding and baggage-check processes, frequent flyer benefits and world-class lounge access for the entire journey.

Starting on May 25, 2022, customers flying on Malaysia Airlines’ new Kuala Lumpur to Doha service will have access to 62 codeshare destinations within Qatar Airways’ broad network to the Middle East, Africa, Europe and North America.  Likewise, Qatar Airways customers travelling from Doha to Kuala Lumpur can seamlessly transfer to 34 Malaysia Airlines’ destinations including their entire domestic network and key markets in Asia, such as Singapore, Seoul, Hong Kong, and Ho Chi Minh City, subject to governmental approval.

In linking both route networks, the partners are striving to develop Kuala Lumpur as a leading aviation hub in the Southeast Asia Region connecting Malaysia, Southeast Asia, Australia and New Zealand with the Middle East, Europe, the Americas, and Africa. Furthermore, Qatar Airways and Malaysia Airlines will leverage synergies across multiple business areas and develop innovative products to benefit their customers worldwide.

The enhanced cooperation will also include reciprocal loyalty benefits allowing Qatar Airways Privilege Club members to earn and redeem Avios points when flying on Malaysia Airlines, with similar benefits for Malaysia Airlines Enrich members when travelling on Qatar Airways’ services.  Privilege Club and Enrich members will also enjoy a wide range of other unique benefits, depending on tier status, such as complimentary lounge access, complimentary extra baggage allowance, priority check-in, priority boarding and priority baggage delivery on Malaysia Airlines and Qatar Airways.

Malaysia Airlines and Qatar Airways’ strategic partnership evolved progressively beginning 2001 and have significantly expanded the collaborative partnership with the signing of a Memorandum of Understanding in February 2022 to leverage each other’s network strengths and provide robust access for passengers to travel to new destinations beyond their individual network, and ultimately lead Asia Pacific Travel.

Ryanair reports full year loss of €355 million ($369.6 million)

Ryanair Holdings today (May 16, 2022) reported a full year loss of €355m (pre-exceptionals), compared to a PY loss of €1,015m.

FY end 31 Mar. 2021 31 Mar. 2022 Change
Customers 27.5m 97.1m +253%
Load Factor 71% 82% +11pts
Revenue €1.64bn €4.80bn +193%
Op. Costs €2.48bn €5.27bn* +113%
Net Loss (€1,015m) (€355m)* n/m

* Non-IFRS financial measure, excl. €114m except. unrealised mark-to-market net gain on jet fuel caps.

During FY22:

  • Ryanair’s CDP[1]climate protection rating improved from “B-” to “B.
  • Sustainalytics[2] ranked Ryanair the No.1 EU airline & No.2 World airline for ESG.
  • Traffic recovered strongly to 97.1m from 27.5m.  (Still 35% behind pre-Covid)
  • Ave. fares fell 27% to just €27 due to Covid, Omicron & the Ukraine invasion.
  • 61 B737-8200 “Gamechangers” delivered up to 31 Mar. (500 SH aircraft at year-end).
  • 770 new routes & 15 new bases were announced for the coming year.
  • Fuel well hedged at significant discount to spot prices (FY23 80%; H1 FY24 10%).
  • S.22 capacity at 115% of S.19 (pre-Covid) levels – but recovery is ‘fragile’.

Ryanair’s Michael O’Leary, said:

ENVIRONMENT:

“Every consumer who switches to Ryanair from EU legacy airlines can cut their CO₂ emissions by up to 50% per flight.  Over the coming 5-years we expect our traffic to grow by 50% to 225m p.a.  This growth will be delivered at lower fares but on a fleet of new B737 “Gamechanger” aircraft, which offer 4% more seats, yet burns 16% less fuel and reduce noise emissions by 40%.

Our work with the EU, fuel suppliers, and aircraft manufacturers to accelerate sustainable aviation fuel (SAF) supply continues, in partnership with Trinity College’s Sustainable Aviation Research Centre.  Ryanair hopes to power up to 12.5% of our flights using SAF and cut our CO₂ per pax/km by 10% to under 60 grams by 2030.  Last month we announced a partnership with Neste to power up to one third of our flights from Schiphol (Amsterdam) with a 40% SAF blend.  We expect to establish similar partnerships across our network over the coming years.  We are working with A4E and the EU to accelerate reform of the Single European Sky, to promote ATC efficiency and cut delays which will reduce fuel consumption, CO₂ emissions and flight delays.

Ryanair published our “Aviation with Purpose” sustainability report setting ambitious environmental and social targets over the coming decade and mapping out Ryanair’s path to net carbon zero by 2050.  Our environmental strategy has enabled CDP to upgrade Ryanair’s climate protection rating to B from B- in Dec. 2021.  Our goal remains to achieve an “A” rating within the next 2 years.  Last month, Sustainalytics improved Ryanair’s ESG rankings to No.1 airline in Europe and the No.2 globally.

SOCIAL:

Our growth plans to 2026 will see Ryanair create over 6,000 well-paid jobs for highly skilled aviation professionals all over Europe.  Last autumn Ryanair invested €50m in a cutting-edge Aviation Skills Training Centre in Dublin and we plan to invest over €100m in 2 more, high skills, training centres (one in the Iberian Peninsula and one in CEE) during this period.  To facilitate this growth, Ryanair ordered up to 8 CAE full flight simulators (at a value of over $80m) and the first of these new sims delivers this summer.  We have also invested in new hangar maintenance facilities in Kaunas and Shannon and agreed a 5-year maintenance contract with Joramco in Jordan.

Despite the recent disruption of our traffic recovery by both the Omicron variant and the Russian invasion of Ukraine, we remain committed to restoring the pay cuts we agreed with our people during the Covid shut downs.  We have made some progress with pilots and cabin crew in certain markets on partial restorations in 2022.  But, in other markets the slow pace of union negotiations have hindered this acceleration of similar restorations.  We remain committed to delivering the first tranche of our agreed 3-year restoration plan as agreed in July 2022 and we are prepared to accelerate years 2 and 3 into one restoration in July 2023 if Ryanair returns to pre-Covid load factors and profitability during y.e. Mar. 2023.  We are committed to the full pay restoration for all our people as soon as our business returns to pre-Covid profitability.

The Ryanair Customer Panel met twice over the last year, providing valuable insights and constructive suggestions to improve our customer service.  We have implemented many of these suggestions, including a Day of Travel service in the Ryanair App which assists our guests with live updates through every step of their  journey, a new travel wallet for accelerated refunds and an online self-service hub.  Later this summer we will introduce more service improvements, including auto check-in and airport express to facilitate faster journeys through airports. Our winning formula of the lowest fares, the most on-time flights, industry lowest CO₂ emissions and friendly customer service saw Ryanair’s customer satisfaction (“CSAT”) scores rise significantly in FY22.

EU OWNERSHIP & CONTROL:

Ryanair’s EU ownership has increased from approx. 32% at 31 Mar. 2021 to approx. 41% at 31 Mar. 2022.  In the wake of Brexit, and the treatment of UK nationals as non-EU shareholders from 1 Jan. 2021, Ryanair has worked hard to grow its EU shareholder base.  During the past year, Ryanair increased its EU investor relations activity, delisted from the London Stock Exchange, and forced sell downs where non-EU investors incorrectly (post 1 Jan. 2021) purchased ordinary shares instead of ADRs (listed on NASDAQ) and who subsequently failed to comply with a Ryanair issued disposal notice.  Such actions, coupled with a suspension of voting rights of non-EU shareholders, enable Ryanair to protect its EU airline licenses post-Brexit.  We expect these voting restrictions will remain in place for the near-term future until a 50%+ EU shareholding is restored, or the EU and UK agree a less restrictive airline ownership and control regime than the current 50%+ nationality rule (which dates back to the 1940s).

GROWTH:

Over the past year our New Route team continued to work with airport partners to negotiate lower costs, Covid recovery incentives and growth deals.  In addition to 15 new bases (Agadir, Billund, Chania, Corfu, Cork, Madeira, Newcastle, Nuremberg, Riga, Stockholm, Venice (Marco-Polo), Venice (Treviso), Turin, Zadar & Zagreb), 770 new routes were announced and low-cost long term growth deals were extended at London Stansted (to 2028), Milan Bergamo (2028), Manchester (2028), East Midlands (2028) and Brussels Charleroi (2030).  Our Group has doubled its capacity in Rome (FCO), Lisbon, Vienna and has based a record 33 aircraft in Dublin for S.22, launching our biggest ever Dublin summer schedule.

The Covid-19 crisis accelerated the collapse of many European airlines including Flybe, Norwegian, Germanwings, Level, Stobart and material capacity cuts at many others including Alitalia (now ITA), TAP, LOT, SAS, etc.  The tsunami of State Aid from EU Govts. to their insolvent flag carriers (Alitalia, Air France/KLM, Iberia, LOT, Lufthansa, SAS, TAP and others) will distort EU competition and prop up high cost, inefficient, flag carriers for some years.  Ryanair was one of very few airlines during the Covid crisis to place significant new aircraft orders, to expand our airport partnerships, secure lower costs so that we can pass on even lower fares on many new routes during the post Covid recovery.  Over the past 2 years, Ryanair’s market share has increased markedly across Europe.  Notable examples include Italy where our market share increased from c.30% (pre-Covid) to almost 40% this summer.  Market share in Vienna has jumped from 8% (S.19) to 21% (S.22).  In Budapest (a competitor’s home base) we have gone from 18% to over 30% (and market leadership), Ireland rose from 49% to over 55%, Sweden doubled to 12% and Poland has grown from 25% to 35%. Up to March 2022, Ryanair has taken delivery of 61 B737-8200 “Gamechanger” aircraft and we hope to increase this to over 70 new aircraft for peak S.22 (more than the 65 previously targeted) to facilitate S.22 recovery and growth opportunities.  This Summer, our capacity will grow to approx. 115% of S.19 (pre-Covid) levels although we expect to fill these flights with lower fares and at higher fuel costs than pre-Covid.  Our new, fuel efficient, “Gamechangers” widen the cost gap between Ryanair and all other European airlines for the next decade. Their operational reliability, lower fuel consumption and CO₂ emissions have so far exceeded expectations, with very positive feedback from both passengers and our crews.  Based on our 210 order book and available fleet capacity, the Ryanair Group plans to accelerate traffic growth over the next 5 years.  From a pre-Covid figure of 149m, we now expect to grow (by 50%) to over 225m guests p.a. by FY26.

FY22 BUSINESS REVIEW:

Revenue & Costs

FY22 scheduled revenues increased 156% to €2.65bn.  While traffic recovered strongly from 27.5m to 97.1m guests, the delayed relaxation of EU Covid-19 travel restrictions until July 2021 (Oct. in the case of the UK Govt.), combined with the damaging impact of the Omicron variant and Russia’s invasion of Ukraine in H2, meant that fares required significant price stimulation.  Ave. fares in FY22 were down 27% to just €27.  Ancillary revenue delivered a solid performance, generating more than €22 per passenger as traffic recovered and guests increasingly chose priority boarding and reserved seating.  Total revenues increased by over 190% to €4.80bn.

While sectors increased almost 200% and traffic rose 253%, operating costs rose just 113% to €5.27bn (incl. a notable 237% increase in fuel to €1.83bn), driven primarily by lower variable costs such as airport & handling, route charges and lower fuel burn as 61xB737 Gamechangers entered the fleet (offset by the higher cost jet fuel).  Lower costs, coupled with rising load factors, saw FY22 (ex-fuel) unit cost per passenger reduce to €35.

Our FY23 fuel needs are approx. 80% hedged (65% jet swaps at c.$63bbl and 15% caps at c.$78bbl).  Almost 10% of Ryanair’s H1 FY24 fuel requirements are hedged at c.$76bbl (via jet swaps). Carbon credits are 85% hedged for FY23 at €53 (well below the current spot price of almost €90).  This very strong fuel hedge position gives Ryanair a considerable competitive advantage for the next 12 months and will enable us to grow market share strongly over the coming year.

Balance Sheet & Liquidity

Ryanair’s balance sheet is one of the strongest in our industry with a BBB (stable) credit rating (S&P and Fitch).  Year-end net debt fell to €1.45bn (prior year €2.28bn), and over 90% of the Group’s fleet of B737 aircraft are unencumbered.  We plan to reduce this net debt to zero over the next 2 years, despite peak capex during that time.  The strength of Ryanair’s balance sheet ensures that the Group is well poised to capitalise rapidly on the many growth opportunities that exist in Europe into the post Covid-19 recovery this year and beyond.

OUTLOOK:

While bookings have improved in recent weeks, the booking curve remains much closer-in than was typical (pre-Covid) at this time of year.  The damaging impact of the Omicron variant, and Russia’s invasion of Ukraine in Feb. means that Q1 pricing continues to need stimulation.  There is, however, pent-up demand and we are cautiously optimistic that peak S.22 fares will be somewhat ahead of peak S.19 (pre-Covid) levels.  Ryanair plans to grow FY23 traffic to 165m (up from 97m in FY22 and 149m pre-Covid) and will pursue its load active, yield passive strategy to achieve this growth.  While 80% of Ryanair’s fuel requirements are hedged well below current spot prices of over $100bbl, our unhedged 20% will give rise to some unbudgeted cost increases.

Despite limited H1 visibility (and almost zero H2 visibility), 20% unhedged fuel and the significant risks posed by both the invasion of Ukraine and Covid, we hope to return to reasonable profitability in FY23.  This recovery, however, remains fragile.  This was clearly evidenced by the sudden, and unexpected, emergence of the Omicron variant pre-Christmas and the Russian invasion of Ukraine in Feb., both of which immediately damaged close-in bookings and yields for the Christmas and Easter peak travel periods.  Given the continuing risk of adverse news flows on both these topics, it is impractical (if not impossible) to provide a sensible or accurate profit guidance range at this time”.

[1] CDP – Carbon Disclosure Project is an independent, non-profit, global environmental reporting organisation.

[2] Sustainalytics – a leading independent ESG & corporate governance research, ratings & analytics firm.

Ryanair aircraft photo gallery:

Star Alliance celebrates its 25th anniversary

Star Alliance and its 26-member carriers celebrated the 25th anniversary of the world’s first and leading global airline alliance on Saturday, May 14, 2022.

This bold vision was established in 1997 based on a customer value proposition of global reach, worldwide recognition, and seamless service. It continues today by leveraging technology to foster a harmonious experience for customers.

Together. Better. Connected. with Star Alliance

In conjunction with the anniversary milestone, Star Alliance and its member carriers will release exciting campaigns and customer innovations under the new brand tagline “Together. Better. Connected.” The new brand tagline captures the intent of fostering better human connections through the Star Alliance global network coupled with digital seamless connectivity.

Among the key successes and future offerings upon which Star Alliance continues to innovate are:

  • To introduce a new partnership model that cements network leadership
  • To be announced an industry-first co-branded credit card in a regional market that will offer loyalty customers of member airlines the opportunity to earn miles and points with spends
  • Jointly adopted a sustainability statement with member carriers to commit to the industry goal of net-zero carbon emissions and consequent joint efforts on decarbonisation
  • Star Alliance Biometrics, launched in 2020, is now available across four major airports – Frankfurt, Munich and Vienna – with Hamburg added in April 2022
  • Expansion of the Digital Connection Service to augment the Star Alliance Connection Centres to aid connecting passengers at major airports and the airlines serving them. This service is currently available at London Heathrow and will expand to a key European hub soon.
  • Progressive ability to reserve seats and track baggage location on codeshare flights and multi-carrier journeys through the digital channels of member carriers
  • Award-winning Star Alliance lounge in Los Angeles and other premium lounges in Amsterdam, Rome, Rio de Janeiro, Buenos Aires, and Paris, with new options for paid access being progressively rolled out.
  • Collection and online redemption of points and miles for award flights and upgrades across the twenty-six member carriers

Star Alliance innovations are underpinned by a robust and ever-evolving IT infrastructure that integrates the member carriers, coupled with more than 50 business practice standards and audit functions that place the customer at the center of the travel experience. On that basis, the Alliance has repeatedly won several “Best Airline Alliance” awards including the notable World Travel Awards, Skytrax World Airline Awards and Air Transport Awards which have recognised its positive contribution to the future of air travel.

Hawaiian Airlines invests in electric seagliders for future interisland travel

REGENT has announced that Hawaiian Airlines has agreed to strategically invest in the company to support the initial design of its next generation 100-person capacity all-electric seaglider known as the Monarch. With this investment, Hawaiian Airlines becomes REGENT’s first U.S.-based design partner for the Monarch, which is slated for entry into commercial service by 2028.

“Innovative interisland transportation has been core to our business since 1929 when we replaced steam ships with airplanes. We are excited to be an early investor in REGENT and to be involved in developing their largest seaglider – a vehicle with great potential for Hawaiʻi’,” said Avi Mannis, Chief Marketing and Communications Officer at Hawaiian Airlines. “We look forward to working with REGENT to explore the technology and infrastructure needed to fulfill our vision for convenient, comfortable and environmentally sustainable interisland transportation.”

“Seagliders will be a game-changer for sustainable regional transportation in communities such as Hawai‘i. Through close partnerships with design partners and strategic investors such as Hawaiian Airlines, we can fully understand our operators and unlock their ability to provide zero-emission transportation solutions to their customers,” said Billy Thalheimer, REGENT CEO.

REGENT is a venture-backed aerospace and maritime company building all-electric seagliders, zero emission vehicles that provide harbor-to-harbor, overwater transportation at a fraction of the cost, noise, and emissions of existing regional transportation modes like aircraft and ferries. REGENT seagliders will offer a sustainable and resilient mode of regional coastal transportation, especially for residents of coastlines and archipelagos such as the Hawaiian Islands.

Could Vistara be merged into Air India?

Tata Sons, the new owners of Air India, have reportedly held exploratory talks with Singapore Airlines, its joint-venture partner in full-service airline, Vistara.

The two parties are exploring a possible merger with Air India, according to a report in The Indian Express.

Vistara aircraft photo gallery:

 

JetBlue urges Spirit shareholders to protect their interests and ‘Vote No’ on Frontier transaction

JetBlue Airways has issued this statement:

JetBlue Airways today announced that it has filed a “Vote No” proxy statement urging Spirit Airlines shareholders to vote AGAINST the inferior, high risk, and low value Spirit/Frontier transaction at Spirit’s upcoming special meeting.

In addition, JetBlue commenced an all-cash, fully financed tender offer to acquire all of the outstanding shares of Spirit for $30 per share, without interest and less any required withholding taxes. Given the Spirit Board of Directors’ complete unwillingness to share the same necessary diligence information that was shared with Frontier, JetBlue is now offering to acquire Spirit for $30 per share in cash through a fully financed tender offer. This represents a 60% premium to the value of the Frontier transaction as of May 13, 2022 – a very compelling offer and higher than the premium implied by JetBlue’s original proposal. JetBlue is fully prepared to negotiate in good faith a consensual transaction at $33, subject to receiving necessary diligence.

JetBlue launched a website at www.JetBlueOffersMore.com and issued a letter to Spirit shareholders detailing the benefits of its transaction, the certainty of closing, and the misleading statements made by Spirit. In the letter, JetBlue CEO Robin Hayes states:

“JetBlue offers more value – a significant premium in cash – more certainty, and more benefits for all stakeholders. Frontier offers less value, more risk, no divestiture commitments, and no reverse break-up fee, despite more overlap on non-stop routes and their own regulatory challenges.”

“Yet the Spirit Board failed to provide us the necessary diligence information it had provided Frontier and then summarily rejected our proposal, which addressed its regulatory concerns, without asking us even a single question about it. The Spirit Board based its rejection on unsupportable claims that are easily refuted.”

“Ask yourself a simple question: why won’t the Spirit Board engage with us constructively? The interests of Bill Franke’s Indigo Partners and the long-standing relationships between the two companies is the obvious answer.”

The letter goes on to note that JetBlue’s current proposal still offers more value and certainty for Spirit shareholders than Frontier, and stresses that the company is prepared to engage on the basis of its original proposal, if the Spirit Board acts in good faith:

“Based on the clear superiority of our offer, we expected the Spirit Board to engage constructively. Given its unwillingness to share necessary information or negotiate in good faith, we adjusted our price accordingly, but will work towards a consensual transaction at $33 per share, subject to receiving the information to support it.”

The full letter follows:

May 16, 2022

Dear Spirit Shareholder,

You have an important choice to make about your investment in Spirit Airlines.

We believe the Spirit Board of Directors (the “Spirit Board”) has failed to act in your best interests by refusing to engage constructively on our clearly superior proposal to acquire Spirit.

JetBlue offers more value – a significant premium in cash – more certainty, and more benefits for all stakeholders. Frontier offers less value, more risk, no divestiture commitments, and no reverse break-up fee, despite more overlap on non-stop routes and their own regulatory challenges.

Yet the Spirit Board failed to provide us the necessary diligence information it had provided Frontier and then summarily rejected our proposal, which addressed its regulatory concerns, without asking us even a single question about it. The Spirit Board based its rejection on unsupportable claims that are easily refuted.

Ask yourself a simple question: why won’t the Spirit Board engage with us constructively? The interests of Bill Franke’s Indigo Partners and the long-standing relationships between the two companies is the obvious answer.

Given the Spirit Board’s unjustified refusal to engage, we have decided to bring our proposal directly to the Spirit shareholders,and we urge you to vote “AGAINST” the Frontier transaction at Spirit’s upcoming special meeting. This will send a message to the Spirit Board that you want it to negotiate with us in good faith. We also launched an all-cash, fully financed tender offer to purchase all the outstanding shares of common stock at $30.00 per share and we encourage you to underscore your message to Spirit’s Board by tendering your shares into our offer. If the Spirit shareholders vote against the transaction with Frontier and compel the Spirit Board to negotiate with us in good faith, we will work towards a consensual transaction at $33 per share, subject to receiving the information to support it.

Our current proposal offers:

  • More value and more certainty for Spirit shareholders with our ALL-CASH offer. JetBlue offers you $30 per share in cash, representing a 60% premium to the value of the Frontier transaction as of May 13, 20221, a 77% premium to Spirit’s latest closing price2, and a 38% premium to Spirit’s unaffected share price3 – a very compelling value, and, no matter how you measure it, a higher premium than in our original proposal.
  • Even more value potential after diligence and good faith negotiation. Based on the clear superiority of our offer, we expected the Spirit Board to engage constructively. Given its unwillingness to share necessary information or negotiate in good faith, we adjusted our price accordingly, but will work towards a consensual transaction at $33 per share, subject to receiving the information to support it.
  • More regulatory certainty through our divestiture commitment and $200 million reverse break-up fee.

In contrast, the proposed Frontier transaction offers Spirit shareholders LESS:

  • Less value. Our current proposal represents a compelling 60% premium to the value of the Frontier transaction as of May 13, 2022.
  • Less value certainty. Frontier’s stock price has declined 30% since the announcement of the Frontier transaction4,resulting in approx. $770 million decrease in the value of the Frontier transaction to you. Plus, the future value of the Frontier / Spirit combined company’s stock is uncertain, especially in a continually challenging operational and market environment. Spirit’s and Frontier’s projections underpinning their transaction are based on flawed assumptions, including with respect to personnel attrition and wage inflation.
  • Less regulatory commitments and less closing certainty. Despite having a similar regulatory profile to JetBlue, Frontier offers no divestiture commitment or reverse break-up fee.

JetBlue Offers More Value and Certainty to Spirit Shareholders – in Any Scenario…

Our current proposal provides superior value to the Frontier offer, regardless of whether either transaction is completed.

  • When we complete our proposed transaction, Spirit shareholders would receive at least $30.00 per share in cash, compared to $18.815 per share from the Frontier transaction.
  • In the unlikely event our proposed transaction is not consummated, Spirit shareholders will receive a reverse break-up fee of approximately $1.83 per share, compared to no break-up fee in the Frontier transaction. We estimate that translates into total economic value of approximately $17 per share from JetBlue against approximately $15 in the Frontier transaction6.

… And Better Trading Value in the Short Term.

In addition, we expect the outcome of the Spirit special meeting to influence how the Spirit shares will trade in the short term. Based on the trading patterns since the Frontier transaction was announced, we expect that, if the transaction is approved, Spirit’s shares will trade at approximately $177. On the other hand, basedon what we observed since our proposal became public, if the Frontier transaction is rejected, we expect Spirit shares to trade between approximately $23.1 and $25.58, at least a 36% premium to Spirit’s latest closing share price9.

Transaction Does Not
Close

Transaction
Closes

Short Term Trading Depending
on Meeting Outcome

Frontier
Transaction

~15

~19

~17

JetBlue
Transaction

~17
(including RBF of
1.83/share)

30-33

~23-25

A vote AGAINST the Frontier transaction is a vote for a higher Spirit share price, regardless of any consideration concerning the actual consummation of either transaction. A vote for the Frontier transaction is a vote for a lower Spirit share price.

JetBlue Is Confident We Will Obtain Regulatory Approval.

A combined JetBlue-Spirit will create a more compelling and viable competitor to the Big Four airlines that control more than 80% of the U.S. market. JetBlue’s entry into new routes triggers fare decreases from legacy airlines that are more significant than those resulting from ultra-low-cost carriers; this phenomenon has been described as the “JetBlue Effect”.

Our recent economic analysis, using Department of Transportation Data, shows JetBlue’s presence on a nonstop route decreases legacy fares by ~16%, about three times as much as the presence of an ultra-low-cost carrier. This phenomenon is well established and foundational to JetBlue’s business model.

We are not the only ones who cite the JetBlue Effect. Coined by an MIT study in 2013, the JetBlue Effect has been acknowledged by the Department of Justice (DOJ) as recently as 2021 when it said, “JetBlue’s reputation for lowering fares is so well known in the airline industry that it has earned a name: the ‘JetBlue Effect.’ JetBlue’s record in Boston and New York illustrates why.”

We are confident we can address any regulatory concerns the Spirit Board, regulators or courts may have through:

  • JetBlue’s expedited expansion and the resulting net fare decreases;
  • demonstrated ease of other ultra-low-cost carriers’ continued expansion; and
  • the divestitures we are prepared to undertake.

Don’t Be Misled: Spirit’s Transaction with Frontier Has Similar Regulatory Risk.

  • Both transactions would create the #5 player with very similar market share. A combined JetBlue and Spirit would have an 8% market share based on full year 2021 seats compared to 7% for a combined Frontier and Spirit.
  • Frontier overlaps with Spirit on significantly more nonstop routes (104) than JetBlue (54)10, and JetBlue has less overlap in flights, seats, and ASMs than Frontier in the metropolitan areas served by both11.

Spirit’s Suggestion that Our Northeast Alliance Is a Regulatory Obstacle Has No Basis in Fact or in Law.

JetBlue’s Northeast Alliance is already demonstrating its positive benefits for customers in the Northeast. Regardless of what one thinks of the Northeast Alliance, it is irrelevant to our ability to complete the acquisition of Spirit.

  • The Northeast Alliance is a limited, procompetitive alliance with American Airlines focused on unlocking growth for JetBlue in one of the nation’s most constrained geographies, the Northeast US. The alliance creates a compelling third competitor in a market previously dominated by two players and has already started delivering benefits to consumers.
  • Divestitures: We will proactively offer the DOJ a remedy package that contemplates the divestiture of all Spirit assets located in the area covered by the Northeast Alliance (New York and Boston) so, as a result of our proposed transaction, we will not increase our presence in these airports.
  • The Northeast Alliance litigation will go to trial this September, and we believe the outcome of that trial will not impact the outcome of the regulatory process for the acquisition of Spirit, which will likely take place later. If the court allows the DOJ to block the Northeast Alliance, by definition it will not be an obstacle to the acquisition of Spirit. If we are successful in defending the case, as we think we will be, it will be a testament that the alliance is procompetitive, disproving Spirit’s claim. In either case, the Northeast Alliance litigation does not impact JetBlue’s ability to acquire Spirit.

Given the clear superiority of our offer, including the regulatory commitments we have made to back up our high confidence in our ability to complete our transaction, why hasn’t the Spirit Board engaged?

Clearly because Spirit’s Board is prioritizing its own self-interest and personal relationships with Frontier over its shareholders’ interests.

There is good reason to believe the Spirit Board is not acting in the best interests of its own shareholders.

  • Multiple Spirit directors involved in the decision to merge with Frontier have significant ties to Bill Franke, who appointed each to the Spirit Board when he was chairman of Spirit, and while Indigo Partners (the current controlling shareholder of Frontier) was a large shareholder of Spirit.
  • This includes McIntyre Gardner, current chairman of Spirit, who replaced Mr. Franke, current chairman of Frontier, both of whom led the negotiations between the two companies.
  • 5 of the 8 Spirit directors will continue as Board members of the Frontier / Spirit combined company if the Frontier transaction is consummated.

After eight months of discussions, Spirit agreed to an inferior transaction with Frontier without considering what other alternatives were available to Spirit’s shareholders. Further, the outsized concessions to Frontier by the Spirit Board do not reflect a meaningful effort to maximize shareholder value.

  • The final terms of the Frontier transaction reflected only an 18.9% premium to the Spirit share price at the time of the announcement12, compared to an average premium in precedent airline transactions of 86%13.
  • The final value of the Frontier transaction reflected only an approximate 6% increase from the terms initially offered by Frontier14.
  • The original value of the Frontier transaction of $25.83 per share was significantly below the standalone value resulting from the discounted cash flow analysis of Spirit’s financial advisors15.
  • Frontier is not providing any divestiture commitment or a reverse break-up fee. The absence of both means that despite obvious hurdles for its own transaction, Frontier, at its own option, could simply decline to make any regulatory concessions and abandon the Frontier transaction at no cost (or compensation to Spirit or its shareholders).

Since our original proposal was made, the Spirit Board consistently refused to engage constructively with us.

  • On April 7, the Spirit Board determined that our original proposal could reasonably be expected to lead to a “Superior Proposal”; and yet, it refused to provide the limited diligence information we requested which it had already provided to Frontier.
  • On April 25, the Spirit Board requested we agree to unprecedented contractual terms as a precursor to sharing the diligence information we had originally requested.
    • These demands were off-market and contrasted starkly to the limited regulatory commitments made by Frontier, a transaction with a similar regulatory profile.
  • On April 29, we presented an enhanced proposal, which was responsive to the concerns of the Spirit Board on closing certainty and included regulatory commitments representing a significant improvement from those offered by Frontier.
  • Two days later, the Spirit Board rejected our enhanced proposal, without ever contacting us to discuss it, and, according to its own proxy, without considering the clearly superior economics.

By refusing to engage on our original proposal, the Spirit Board has deprived its shareholders of the most attractive value creating opportunity available to them.

WE URGE YOU TO SEND A MESSAGE TO THE SPIRIT BOARD BY VOTING “AGAINST” ALL PROPOSALS RELATED TO THE FRONTIER TRANSACTION AT THE SPIRIT SPECIAL MEETING ON JUNE 10, 2022 AND TENDERING YOUR SHARES INTO OUR OFFER.

In addition to voting “AGAINST” the Frontier transaction at the Spirit Special Meeting, we urge all Spirit shareholders voting against the Frontier transaction to exercise their appraisal rights under Section 262 of the Delaware General Corporation Law, which entitles Spirit shareholders who perfect these rights to the fair value of their shares, as determined by a Delaware court. Spirit, by admission of its own financial advisors, is worth more than the value of the Frontier transaction and this and the superior value of our current proposal, as well as our original proposal, would be factors used by the court in determining fair value of your shares. If the Spirit Board continues to refuse to negotiate with us and the Frontier transaction is approved, appraisal is the only way to capture the value included in our proposals. Please consult your legal advisor before exercising appraisal rights.

Additional details about JetBlue’s superior offer can be found at JetBlueOffersMore.com.

Protect Your Own Best Interests

Our proposal represents a compelling opportunity to receive a significant premium in cash, with greater value and certainty than the Frontier transaction. Spirit’s Board has prevented you from receiving it.

We are fully committed to pursuing our original $33 per share proposal. We urge you to protect your own best interests. Let the Spirit Board know you want the opportunity to receive our superior offer by voting AGAINST the Frontier transaction and tendering your shares in our cash tender offer.

Sincerely,
Robin Hayes
Chief Executive Officer

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