Category Archives: JetBlue Airways

JetBlue further improves proposal to acquire Spirit

JetBlue Airways has announced that it has submitted a decisively superior proposal to the Board of Directors of Spirit Airlines to acquire all of the outstanding common stock of Spirit.

The further improved proposal, which was submitted at the request of Spirit’s Board and following completion of JetBlue’s diligence review and discussions with Spirit’s management team, is an update to JetBlue’s previous proposals (dated March 29, 2022, April 29, 2022, and June 6, 2022, respectively) and is structured to maximize value and certainty for Spirit and its stockholders, with terms including:

Increased price of $33.50 per Spirit share: JetBlue’s proposal continues to offer Spirit stockholders a superior, all-cash premium. The increased price of $33.50 per Spirit share represents an improvement of $2.00per share or 6.3% compared to JetBlue’s June 6 proposal, and a 67.6%¹ premium to the implied value of the Frontier transaction as of June 17, 2022.

Stronger divestiture commitment: JetBlue’s June 20 proposal includes a significant enhancement to its prior proposals through an obligation to divest assets of JetBlue and Spirit up to a material adverse effect on the combined JetBlue-Spirit, with a limited carve-out to this divestiture obligation for actions that would be reasonably likely to materially and adversely affect the anticipated benefits under JetBlue’s Northeast Alliance. This commitment significantly increases the divestitures JetBlue would be willing to commit to making in order to obtain regulatory approval and meaningfully exceeds the divestiture commitment from Frontier.

In addition to the improved terms, the proposal continues to include commitments from previous proposals that were well received by Spirit stockholders:

Reverse break-up fee: JetBlue would continue to offer a reverse break-up fee of $350 million, or $3.20 per Spirit share², payable to Spirit in the unlikely event the transaction is not consummated for antitrust reasons. This represents an increase of $100 million, or $0.91 per Spirit share, compared to the reverse break-up fee Frontier agreed to on June 2.

Accelerated prepayment of $1.50 per share: JetBlue would prepay $1.50 per share in cash to Spirit stockholders promptly following the Spirit stockholder vote approving the combination between Spirit and JetBlue. As a result, Spirit stockholders would receive total aggregate consideration of $33.50 per share in cash, comprised of $32.00 per share in cash at the closing of the transaction and the prepayment of $1.50per share in cash.

Divesture commitment in New York and Boston: JetBlue’s proposal continues to include a proactive offer to the U.S. Department of Justice of a remedy package that contemplates the divestiture of all Spirit assets located in New York and Boston so, as a result of the transaction, JetBlue will not increase its presence in the airports covered by the Northeast Alliance, as well as gates and related assets at Fort Lauderdale.

“After discussions with the Spirit team last week and further due diligence review, we are more convinced than ever that a JetBlue-Spirit transaction would create a true national competitor to the Big Four and deliver value to all of our stakeholders,” said Robin Hayes, chief executive officer, JetBlue. “Together, we will deliver lower fares and a better experience to more customers.

“Our previous proposal was met with an extremely positive reaction from Spirit stockholders, and we believe they will be even more pleased with these improved terms, including additional regulatory commitments that reflect our confidence in our ability to obtain antitrust approval and are a direct result of our diligence. We are ready to move quickly to reach a merger agreement, bringing more value to shareholders, more competition to the industry, and more opportunities, including JetBlue’s incredibly strong culture and commitments to our Crewmembers, as we welcome Spirit Team Members into the JetBlue family.”

JetBlue sent a letter to the Board of Directors of Spirit containing its improved proposal.

The full letter follows:

June 20, 2022

Dear Members of the Board:

On behalf of JetBlue Airways Corporation (“JetBlue”), we would like to thank your team for the recent discussions. The dialogue and information provided strengthened our conviction that a combination between JetBlue and Spirit Airlines, Inc. (“Spirit”) would create a true national competitor to the dominant legacy carriers, delivering low fares and a great experience for more customers, more opportunities for Crewmembers and Team Members, and more value for stockholders.

Therefore, we are submitting a further update to our previous proposals (dated March 29, 2022, April 29, 2022, and June 6, 2022, respectively), consistent with your Board’s request and following completion of our due diligence review, to acquire all of the outstanding common stock of Spirit (our “Improved Proposal”). In addition, we included a revised draft of the merger agreement for the transaction reflecting the terms of our Improved Proposal. Our Improved Proposal is structured to maximize value and execution certainty for Spirit and its stockholders and is responsive to the concerns you previously raised. We firmly believe our Improved Proposal constitutes a decisively “Superior Proposal” as defined in the Frontier Agreement³.

Terms of Improved Proposal

Coupled with our June 6 proposal, our Improved Proposal clearly offers Spirit stockholders significantly more than the transaction with Frontier:

Increased price of $33.50 per Spirit share of common stock, in cash, which represents:
- an improvement of $2.00 per share, or 6.3%, compared to our June 6 proposal, and represents 9.2% of Spirit’s unaffected share price⁴;
- a 57.4% premium to Spirit’s closing share price of $21.28 on June 17, 2022;
- a 67.6% premium to the implied value of the Frontier transaction, which was $19.99 as of June 17, 2022; and
- a total Equity Value for Spirit of $3.7 billion and an Enterprise Value of $7.5 billion⁵.
Stronger regulatory commitment which includes:
- An express obligation to litigate and to divest assets of JetBlue and Spirit up to a material adverse effect on the combined JetBlue-Spirit, with a limited carve-out to this divestiture obligation for actions that would be reasonably likely to materially and adversely affect the anticipated benefits under JetBlue’s Northeast Alliance. This commitment significantly enhances our prior proposal and meaningfully exceeds the divestiture commitment from Frontier.
- A proactive offer to the Department of Justice of a remedy package that contemplates the divestiture of all Spirit assets located in New York and Boston so, as a result of the transaction, JetBlue will not increase its presence in the airports covered by our Northeast Alliance, as well as gates and related assets at Fort Lauderdale.
A reverse break-up fee of $350 million, or $3.20 per Spirit share⁶, payable to Spirit in the unlikely event the transaction is not consummated for antitrust reasons, representing:
- $100 million, or $0.91 per Spirit share, more than the reverse break-up fee Spirit and Frontier agreed to on June 2; and
- Approximately 15% of Spirit’s unaffected share price⁷, and approximately 78% of the original premium offered by Frontier⁸.
A prepaymentin the amount of $1.50 per share in cash, payable to Spirit stockholders promptly following the Spirit stockholder vote approving the combination between Spirit and JetBlue; in the unlikely event the reverse break-up fee is payable, this upfront payment would reduce the payment to Spirit at the time of the termination of the merger agreement to approximately $186 million ($1.70 per share⁹).
As a result, Spirit stockholders would receive total aggregate consideration of $33.50 per share in cash, comprised of $32.00 per share in cash at the closing of the transaction and the prepayment of $1.50per share in cash.

As has been the case since our initial proposal on March 29, when compared to the inferior Frontier transaction, our Improved Proposal offers Spirit stockholders the compelling opportunity to receive a significant premium in cash in a transaction with more value and more certainty and stronger regulatory commitments, and, with the prepayment of a portion of the aggregate merger consideration as we have proposed, more value upfront. It is unambiguously a Superior Proposal. We are confident your stockholders will embrace our Improved Proposal, as they have done with our previous ones.

We are also confident our proposal is better for customers, delivering more of our unique combination of low fares and great service to customers nationwide, and better for Spirit Team Members, with higher pay and better benefits than either Spirit or Frontier, exciting career development opportunities, and JetBlue’s incredibly strong culture and set of values, which include never having furloughed any Crewmembers in our 22-year history, as well as industry-leading sustainability commitments.

As you know, we have dedicated a full team, significant management time, and advisor resources to the evaluation of Spirit and have finally been given the opportunity to conduct a review of Spirit’s business and operations. We have completed our due diligence and our Improved Proposal is a direct result of that process. We are now prepared to move expeditiously to execute definitive documentation.

While our strong preference is to reach a friendly, negotiated agreement with you, should the Spirit Board fail to declare our Improved Proposal a Superior Proposal, we fully intend to continue our “vote no” campaign against the Frontier transaction at your special meeting on June 30 as well as our tender offer.

We look forward to hearing from you soon and hope to finally move towards signing of definitive documentation for our superior transaction, clearly the optimal outcome for Spirit stockholders.

Sincerely,

/s/ Robin Hayes
Chief Executive Officer

JetBlue aircraft photo gallery:

JetBlue gains permanent slots at London Heathrow Airport, adds new flights to London

JetBlue Airways today announced a series of new milestones related to its growing low-fare London service which further advances the airline’s transatlantic growth and brings even more attractive fares and award-winning service to some of the busiest and most competitive travel corridors in the world. The airline has secured permanent slots at Heathrow, is adding a new Gatwick departure from New York and is improving the airport experience for customers in the United Kingdom.

Securing Slots

JetBlue has received permanent slots at London Heathrow Airport (LHR) for flights starting October 29, 2022, which secures the airline’s long-term future at the iconic global hub. Permanent slots allow JetBlue to retain its presence and visibility at the U.K.’s busiest airport as it continues to grow its base of transatlantic travelers. JetBlue appreciates the support of the U.S. Department of Transportation and Senate Majority Leader Chuck Schumer (D-NY), along with the support provided by the Departments of Commerce and State and our new Ambassador and the entire team at the U.S. Embassy in London.

JetBlue operates from Heathrow’s newest terminal – Terminal 2 – which offers travelers a modern airport experience with access to dozens of shops and restaurants. Heathrow travelers benefit from a variety of convenient ground transportation options including the Heathrow Express and London Underground, which offer rail connections with Central London.

Daily Schedule between New York (JFK) and London Heathrow (LHR) Beginning October 29, 2022 (Eastbound) & October 30, 2022 (Westbound)
JFK – LHR Flight #007	LHR – JFK Flight #20
9:05 p.m. – 9:30 a.m. (+1)	10:45 a.m. – 2:05 p.m.

Growing at Gatwick

JetBlue today also announced is expanding its industry-leading transatlantic service with a third daily flight between New York City and London. Starting October 29, 2022, JetBlue will operate a second daily flight between New York’s John F. Kennedy International Airport (JFK) and London Gatwick Airport (LGW). The new frequency will complement an existing daily flight between New York and Gatwick, as well as JetBlue’s once daily service between New York and Heathrow. Seats on all new Gatwick flights are on sale later today.

Gatwick is the second busiest U.K. airport and JetBlue operates from the North Terminal, which has a range of passenger facilities including a wide variety of shops and restaurants. Gatwick travelers benefit from a choice of convenient transport options including direct train links to the City of London via Thameslink and to Brighton and other South East Coastal communities via Southern Railway.

Daily Schedule between New York (JFK) and London Gatwick (LGW) Beginning October 29, 2022 (Eastbound) & October 30, 2022 (Westbound)
JFK – LGW Flight #43	LGW – JFK Flight #44
7:47 p.m. – 8:16 a.m. (+1)	12:00 p.m. – 3:04 p.m.

JFK – LGW Flight #3	LGW – JFK Flight #4
9:59 p.m. – 10:22 a.m. (+1)	2:00 p.m. – 5:05 p.m.

New (to) England

JetBlue’s transatlantic expansion in New York comes as the airline prepares to launch all-new London service in its Boston focus city this summer. Service between Boston Logan International Airport (BOS) and Gatwick launches August 4, 2022 and service between Boston and London Heathrow launches September 20, 2022.

Daily Schedule between Boston (BOS) and London Gatwick (LGW) Beginning August 4, 2022 (Eastbound) & August 5, 2022 (Westbound)
BOS – LGW Flight #2104	LGW – BOS Flight #1926
6:37 p.m. – 6:35 a.m. (+1)	12:15 p.m. – 3:02 p.m.

Daily Schedule between Boston (BOS) and London Heathrow (LHR) Beginning September 20, 2022 (Eastbound) & September 21, 2022 (Westbound)
BOS – LHR Flight #1620	LHR – BOS Flight #1621
6:45 p.m. – 6:30 a.m. (+1)	8:25 a.m. – 11:21 a.m.

Between JetBlue’s New York and Boston focus cities, the airline will offer five daily flights between the United Statesand the U.K. JetBlue is the only U.S. carrier to serve both Gatwick and Heathrow, offering customers on both sides of the Atlantic greater choice and convenience. JetBlue’s multi-airport approach in London, with diversified flying at the U.K.’s two busiest airports, has already allowed the airline to grow a meaningful customer base of loyal transatlantic fliers.

Speedier Security

JetBlue today also announced enhanced airport experiences at both Gatwick and Heathrow with new expedited security screening now available to select JetBlue customers. The airline’s Even More Speed option is now automatically included for Mint® customers, Mosaic customers and Mosaic companions traveling on the same reservation, customers who have purchased a Blue Extra fare and for customers who have purchased an Even More® Space seat. To take advantage of this new benefit, customers at Heathrow should follow signs for “Fast Track.” At Gatwick, customers should follow signs for “Premium Security.”

JetBlue flights between the U.S. and London are operated using the Airbus A321LR aircraft with 24 Mint suites, 114 core seats and the sleek and spacious Airspace cabin interior.

JetBlue aircraft photo gallery:

JetBlue begins summer seasonal service to Asheville from Boston

JetBlue Airways today announced it has officially launched summer seasonal service from Boston’s Logan International Airport (BOS) to Asheville Regional Airport (AVL) in North Carolina, with the first flight arriving this afternoon. Seasonal service will operate Thursday through Monday at launch, ramping up to daily service later this summer.

Enabled by JetBlue’s Northeast Alliance (NEA), Asheville service expands the airline’s presence in the Southeast while diversifying and advancing its Boston focus city strategy. Asheville is one of more than half a dozen new cities recently added to JetBlue’s route map. During the summer of 2022, the NEA will offer up to 225 daily departures from Boston.

Asheville Regional Airport (AVL) is the fourth largest commercial service airport in North Carolina, and has been one of the fastest-growing small hub airports in the country since 2018. Serving western North Carolina, airlines at AVL offer 25 nonstop destinations and frequent daily connections to and through international hubs. For more information about AVL, visit flyavl.com.


Schedule between Boston (BOS) and Asheville (AVL) Summer seasonal service starting June 16, 2022 *all times local

BOS-AVL Flight #2277	AVL-BOS Flight #2278
11:50 a.m. – 2:18 p.m.	2:55 p.m. – 5:14 p.m.

Asheville service will operate using Embraer E190 aircraft.

JetBlue aircraft photo gallery:

Spirit is talking to both Frontier and JetBlue on their merger proposals

Spirit Airlines appears to be softening a bit with JetBlue with this announcement:

Spirit Airlines, Inc. today issued the following update regarding its ongoing discussions with Frontier Group Holdings, Inc., parent company of Frontier Airlines, Inc., and JetBlue Airways Corporation:

Ted Christie, President and CEO of Spirit, said, “Consistent with its fiduciary duties, Spirit’s Board of Directors is engaging in discussions with JetBlue with respect to the proposal received on June 6, 2022 and is also continuing to work with Frontier under the terms of the existing merger agreement between Spirit and Frontier. As part of this process, Frontier and JetBlue are being given access to the same due diligence information, on the same terms.

The Board expects to bring the process to a conclusion and provide an update to stockholders ahead of the Special Meeting of Spirit Stockholders scheduled for Thursday, June 30, 2022.”

Spirit continues to be bound by the terms of its merger agreement with Frontier, under which a “Superior Proposal” is defined as being both reasonably capable of being consummated and more favorable to Spirit’s stockholders from a financial point of view. Also, Spirit is providing information requested by the US Department of Justice and Federal Trade Commission for both proposed transactions as part of the ongoing regulatory review process.

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.

Spirit Airlines aircraft photo gallery:

JetBlue launches service to Canada with first flight landing in Vancouver

JetBlue Airways on June 9 announced it has officially launched service from New York’s John F. Kennedy International Airport (JFK) to Vancouver International Airport (YVR), with the first flight arriving in British Columbia this evening. With daily nonstop flights from New York, JetBlue continues to advance its transcontinental growth strategy and introduces the airline’s award-winning service and low fares to new customers in Canada.

Strengthening JetBlue’s Northeast Alliance (NEA), Vancouver service brings JetBlue to its first destination in Canada, while diversifying its New York focus city strategy. JetBlue also becomes the only airline to serve Vancouver with nonstop service from New York-JFK. Vancouver is one of more than half a dozen new cities recently added to JetBlue’s route map. JetBlue continues to grow beyond the U.S. with over 30 international destinations in more than two dozen countries. In 2022, the NEA will offer nearly 500 daily departures from New York’s three major airports.

Schedule between New York (JFK) and Vancouver (YVR)
Daily service starting June 9, 2022
*all times local

JFK-YVR Flight #603	YVR-JFK Flight #604
6:59 p.m. – 10:26 p.m.	11:30 p.m. – 7:48 a.m.+1 day

Vancouver service will operate using Airbus A320 aircraft.

Video:

JetBlue comments on Spirit’s postponement of special meeting

JetBlue Airways has issued this statement:

JetBlue Airways has issued the following statement from Robin Hayes, chief executive officer, regarding the decision by the Spirit Board of Directors:

We welcome this development as a necessary first step toward genuine negotiations between the Spirit Board and JetBlue. Spirit shareholders are clearly urging the Spirit Board to engage with us constructively and provide us with the same information previously made available to Frontier so that we can reach a consensual transaction.

The improved proposal we submitted to the Spirit Board earlier this week clearly offers the most compelling value available for Spirit stockholders and we remain fully committed to acquiring Spirit. We are confident a combined JetBlue-Spirit will create a true national competitor to the dominant big four carriers that will result in lower fares and better service for customers, while offering Spirit shareholders the most attractive value creating opportunity available to them.

JetBlue aircraft photo gallery:

JetBlue submits improved superior proposal to acquire Spirit

JetBlue Airways today announced that it has submitted an improved proposal to the Board of Directors of Spirit Airlines to acquire all of the outstanding common stock of Spirit. JetBlue’s proposal is a further update to its previous proposals, and offers Spirit stockholders demonstrably superior value, more regulatory protections, and the prepayment of a portion of cash consideration:

Enhanced reverse break-up fee: JetBlue would provide a $350 million ($3.20 per Spirit share¹) reverse break-up fee, payable to Spirit in the unlikely event the transaction is not consummated for antitrust reasons. This represents an increase of $150 million, or $1.37 per Spirit share, to the reverse break-up fee JetBlue has previously offered to pay, and is $100 million greater than the amount being offer by Frontier.
Accelerated prepayment of $1.50 per share: JetBlue would prepay $1.50 per share in cash (approximately $164 million) of the reverse break-up fee, structured as a cash dividend to Spirit stockholders promptly following the Spirit stockholder vote approving the combination between Spirit and JetBlue.²
Superior, all-cash premium: JetBlue’s proposal offers Spirit stockholders aggregate consideration of $31.50per share in cash, comprised of $30 per share in cash at the closing of the transaction and the prepayment of $1.50per share of the reverse break-up fee.

JetBlue has sent a letter to the Board of Directors of Spirit containing its improved proposal. In the letter, JetBlue CEO Robin Hayes states:

The full letter follows:

June 6, 2022

Dear Board of Directors:

On behalf of JetBlue Airways Corporation (“JetBlue”), we are submitting a further update to our previous proposals, dated March 29, 2022, and April 29, 2022, to acquire all of the outstanding common stock of Spirit Airlines, Inc. (“Spirit” and this letter, our “Improved Proposal”).

We remain fully committed to acquiring Spirit. After listening to your stockholders and reaffirming with our Board the significant benefits to all stakeholders of combining JetBlue and Spirit, we are pleased to submit this Improved Proposal, which we believe Spirit stockholders will welcome. We urge you to consider our Improved Proposal, which you are permitted to do under the Frontier Agreement³ and are required to do in the exercise of your fiduciary duties, and negotiate with us in good faith to reach a consensual transaction.

Terms of Improved Proposal

Our Improved Proposal offers Spirit stockholders:

An enhancedreverse break-up fee of $350 million, or $3.20 per Spirit share,⁴ payable to Spirit in the unlikely event the transaction is not consummated for antitrust reasons, representing:
- An increase of $150 million, or $1.37 per Spirit share, to the reverse break-up fee JetBlue previously offered to pay; and
- Approximately 15% of Spirit’s unaffected share price,⁵ and approximately 78% of the original premium offered by Frontier.⁶
A prepaymentof aportionof the reverse break-up feein the amount of $1.50 per share in cash, payable to Spirit stockholders promptly following the Spirit stockholder vote approving the combination between Spirit and JetBlue.
- The prepayment would be structured as a cash dividend⁷ to Spirit stockholders of $1.50 per share (approximately $164 million), representing a portion of our revised $3.20 per share reverse break-up fee, fully-funded by JetBlue to Spirit, that would not be reimbursable if the transaction is terminated for antitrust reasons.
- In the unlikely event the reverse break-up fee is payable, the upfront special dividend would reduce the amount to be paid to Spirit at the time of the termination of the merger agreement to approximately $186 million ($1.70per share).
In a negotiated transaction Spirit stockholders would receive total aggregate consideration of $31.50 per share in cash, comprised of $30 per share in cash at the closing of the transaction and the prepayment of $1.50 per share in cash of the reverse break-up fee.

When compared to the inferior Frontier transaction, our Improved Proposal offers:

More value and more certainty for Spirit stockholders with our all-cash offer. JetBlue offers Spirit stockholders aggregate consideration of $31.50 per share in cash, representing a 51% premium to the value of the Frontier transaction as of June 3, 2022,⁸ a 52% premium to Spirit’s latest closing price,⁹and a 45% premium to Spirit’s unaffected share price.¹⁰
More value upfront. Our $1.50 per share prepayment of a portion of the reverse break-up fee, payable promptly following Spirit stockholder approval of our transaction,¹¹allows Spirit stockholders to receive some cash sooner, irrespective of the ultimate outcome of the transaction.
More regulatory protections through our significant divestiture commitments and a $350 million reverse break-up fee, $100 million greater than the amount being offered by Frontier.

Combining JetBlue and Spirit would create a true national competitor to the dominant legacy carriers, delivering low fares and a great experience for more customers, more opportunities and good paying jobs for Crewmembers and Team Members, and more value for stockholders. The key features of our Improved Proposal – the up-front cash payment and increased reverse break-up fee – are not an illusion. This offer reflects the seriousness of our commitment and underscores our confidence in completing this transaction. Additionally, given the similar regulatory risks of the two transactions and the increased reverse break-up fee we are prepared to provide, we believe our Improved Proposal remains a Superior Proposal by any measure.

The amended terms of your merger agreement with Frontier are yet further evidence that your stockholders would have benefited had you engaged with us with in good faith at the outset. Clearly, Frontier only agreed to provide a reverse break-up fee and divestiture commitments because it was clear that your stockholders were going to vote down the inferior Frontier transaction. The addition of a reverse break-up fee one week before your stockholder vote is an acknowledgement that the regulatory profiles and likely timelines of both deals are in fact similar, something that both experts and many Spirit stockholders agree on by now.

Our Improved Proposal represents a compelling opportunity for your stockholders to receive a significant premium in cash, with greater value and certainty, and a higher reverse break-up fee than the inferior transaction with Frontier.

Accepting our Improved Proposal is in the best interests of your stockholders, and we urge you to immediately engage with us in good faith to finalize definitive documentation with JetBlue reflecting the terms of our Improved Proposal.

We look forward to hearing from you soon.

Sincerely,

Robin Hayes

Chief Executive Officer

JetBlue aircraft photo gallery:

JetBlue comments on Frontier-Spirit announcement

JetBlue Airways has issued the following statement regarding the amended Frontier-Spirit merger agreement:

The Spirit Board of Directors’ conflicts continue to guide their every move. This announcement demonstrates why, in their shareholders’ best interest, they should negotiate with us in good faith – which, yet again, they have failed to do. Spirit’s Board only went back to Frontier under pressure, when it became increasingly clear their shareholders would decisively reject the Spirit Board’s flawed process and Frontier’s inferior transaction.

The addition of a reverse termination fee in the face of a likely defeat is simply an acknowledgement that the regulatory profiles and timelines of both deals are indeed similar.

Spirit had already admitted that its own prior unreasonably optimistic projections of receiving approval this year were in fact not accurate. Experts agree both transactions will receive the same level of scrutiny.

JetBlue will review and assess the revised terms of the amended merger agreement once it has been made available. We believe we have put forward a clearly superior offer and remain prepared to negotiate in good faith a consensual transaction at $33, subject to receiving necessary diligence. We urge Spirit shareholders to continue to let the Spirit Board know they want an open, fair process, providing us a level playing field and full access to the same information available to Frontier. There is still time for the Spirit Board to do the right thing for their shareholders.

JetBlue aircraft photo gallery:

JetBlue responds to Spirit Airlines board recommendation

JetBlue Airways has issued the following statement in response to the Spirit Airlines Board recommendation:

It’s no surprise that Spirit shareholders are getting more of the same from the Spirit Board. The Spirit Board, driven by serious conflicts of interest, continues to ignore the best interests of its shareholders by distorting the facts to distract from their flawed process and protect their inferior deal with Frontier.

Regarding regulatory approval, Spirit would have you ignore the current regulatory climate to think that approval of their Frontier deal is assured. That is simply not true. Both deals are subject to regulatory review, and both deals have a similar risk profile. Spirit shareholders recognize that and are showing great interest in hearing more about our superior offer and the regulatory commitments and protections we have made, including a reverse break-up fee.

Frontier offers less value, more risk, and no regulatory commitments, despite a similar regulatory profile. We are confident that as we continue to share the facts directly with Spirit shareholders, they will be even more perplexed than they already are about why the conflicted Spirit Board has refused to negotiate with us in good faith. We believe that the Spirit shareholders will make their views known by voting against the Frontier offer and tendering their shares into our offer.

JetBlue 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.