Spirit Airlines disagrees with ISS recommendation on proposed transaction with Frontier

Spirit Airlines, Inc. has commented on a report from Institutional Shareholder Services (ISS) regarding the Company’s definitive merger agreement with Frontier Group Holdings, Inc., parent company of Frontier Airlines, Inc.

(PRNewsfoto/Spirit Airlines, Inc.)

“We disagree with ISS’ recommendation against the Frontier-Spirit merger, which we continue to believe is in the best interest of Spirit stockholders. ISS appears overfocused on the absence of a reverse termination fee in that deal, and we have consistently maintained (as ISS also acknowledges) that the JetBlue proposal carries significantly greater regulatory obstacles, and JetBlue absolutely should pay Spirit stockholders more to compensate for that risk,” said Ted Christie, President and CEO of Spirit. “During the extensive discussions held between Spirit and JetBlue, JetBlue admitted that a lawsuit from DOJ seeking to block a merger with Spirit was a 100% certainty; therefore, JetBlue would have to prevail in or settle DOJ litigation in order to consummate the deal. Moreover, ISS did not recognize the elevated business disruption that Spirit would face from a lengthy review and litigation process ultimately resulting from a failed transaction with JetBlue after 18-24 months, nor did it adequately weigh the loss of substantial value Spirit stockholders otherwise would have received in a merger between Spirit and Frontier. We continue to believe the reverse termination fee is a moot point because there is nothing stopping JetBlue from walking away after achieving their goal of disrupting the Spirit-Frontier combination.

“Further, we disagree with ISS’ characterization that stockholders can reinvest the cash proceeds from a JetBlue transaction to maintain exposure to the airline industry recovery. Spirit stockholders would not receive $30 of cash per share for up to two years, if ever, during which time the airline industry recovery may have delivered value for stockholders that far exceeds JetBlue’s capped, inadequate and highly opportunistic offer. In contrast, the Frontier combination presents a compelling value creation opportunity due to the combination of cash and stock consideration, which gives our stockholders the chance to participate in the upside of the post-pandemic recovery in the airline industry upon close and benefit from up to $500 million in annual run-rate operating synergies.

“ISS also recommends Spirit stockholders do not vote JetBlue’s proxy card, indicating ISS still sees a potential path forward for Spirit to merge with Frontier. Overall, we ask our stockholders not to be distracted by JetBlue’s highly conditional tender offer, and our Board continues to unanimously recommend that Spirit stockholders vote FOR the merger proposal with Frontier,” said Christie.

In its report, ISS highlights:

  • “The Frontier offer does have a sound strategic rationale, as the combined company will be the fifth largest U.S. airline and largest ultra-low cost carrier, and the equity component of the merger consideration would allow shareholders to participate in the potential upside of the combined company.”
  • “Spirit’s argument that the proposed transaction with Frontier has an easier glide path to obtain regulatory approval than JetBlue’s proposed transaction does appear reasonable. While a transaction with Frontier does eliminate the largest ULCC competitor to Frontier, it would create an overall larger ULCC with a more robust nationwide network.”
  • “JetBlue’s proposal arguably faces more complex regulatory headwinds, particularly given the ongoing DOJ lawsuit against the NEA.”
  • “JetBlue’s proposal would likewise remove the largest ULCC from the market, whose planes would be retrofitted to JetBlue standards, resulting in less seats per plane and therefore removing capacity from the market; JetBlue fares are also typically higher than Spirit’s.”
  • “[JetBlue’s offer] is clearly a defensive offer that may also prove to be opportunistic, given that Spirit traded above $33.00 for a sustained period in 2021.”
  • “The board’s view that more patient shareholders would reap greater benefits by staying invested in a combined Frontier/Spirit could prove out over time, as there is robust strategic rationale for the proposed merger.”
  • “Investors reacted positively to the merger announcement with Frontier, driving the SAVE share price up by 17.2 percent to close at $25.46 per share, compared to a 2.8 percent rise in the US Global Jets Index and a 0.3 percent decline in the Russell 3000 Index on the same day.”

Merger Agreement with Frontier

As previously announced, Spirit Airlines, Inc. entered into a merger agreement with Frontier Group Holdings, Inc. on February 5, 2022. The merger is expected to close in the second half of 2022, subject to satisfaction of customary closing conditions, including completion of the regulatory review process and approval by Spirit stockholders. The Spirit Board of Directors unanimously recommends that stockholders vote FOR all proposals relating to the transaction with Frontier.

Spirit Airlines aircraft photo gallery: