Spirit Airlines has made this announcement:

Spirit Airlines, Inc. has announced that its Board of Directors has determined, after consultation with the Company’s outside financial and legal advisors, that the unsolicited proposal received from JetBlue Airways to acquire Spirit in an all-cash transaction for $33.00 per share could reasonably be likely to lead to a “Superior Proposal” as defined in Spirit’s merger agreement with Frontier Group Holdings, Inc., parent company of Frontier Airlines, Inc.

Spirit intends to engage in discussions with JetBlue with respect to JetBlue’s proposal, in accordance with the terms of the Company’s merger agreement with Frontier.

Spirit remains bound by the terms of the merger agreement with Frontier, and Spirit’s Board has not determined that JetBlue’s proposal in fact constitutes a Superior Proposal as defined in the merger agreement with Frontier.

In addition, Spirit notes that there can be no assurance that the discussions with JetBlue will result in a transaction. Spirit shareholders do not need to take any action at this time, and Spirit’s Board has made no change to its recommendation that its shareholders adopt the merger agreement with Frontier.

Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit and Debevoise & Plimpton LLP is serving as legal advisor.

Spirit Airlines has made this announcement:

Spirit Airlines, Inc. today announced that it has received an unsolicited proposal from JetBlue Airways to acquire all of the outstanding shares of Spirit’s common stock in an all-cash transaction for $33.00 per share.

Consistent with its fiduciary duties, the Spirit Board of Directors will work with its financial and legal advisors to evaluate JetBlue’s proposal and pursue the course of action it determines to be in the best interests of Spirit and its stockholders. The Board will conduct this evaluation in accordance with the terms of the Company’s merger agreement with Frontier and respond in due course. Spirit shareholders do not need to take any action at this time.

As announced on February 7, 2022, Spirit entered into a merger agreement with Frontier Group Holdings, Inc., parent company of Frontier Airlines, Inc., under which Spirit and Frontier would combine in a stock and cash transaction. Under the terms of the merger agreement, Spirit equity holders would receive 1.9126 shares of Frontier plus $2.13 in cash for each existing Spirit share they own. The transaction is subject to customary closing conditions, including completion of the regulatory review process and approval by Spirit stockholders.

Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit and Debevoise & Plimpton LLP is serving as legal advisor.

JetBlue Airways followed with this statement:

JetBlue Airways today confirmed it has submitted a proposal to the Board of Directors of Spirit Airlines to acquire Spirit for $33 per share in cash, implying a fully diluted equity value of $3.6 billion and providing full and certain value to Spirit shareholders. The proposal represents a premium of 52% to Spirit’s undisturbed share price on February 4, 2022¹, and a premium of 50% to Spirit’s closing share price on April 4, 2022². JetBlue firmly believes its proposal constitutes a “superior proposal” under Spirit’s merger agreement with Frontier and represents the most attractive opportunity for Spirit’s shareholders.

The combination of the two airlines would position JetBlue as the most compelling national low-fare challenger to the four large dominant U.S. carriers by accelerating JetBlue’s growth and expanding the reach of the “JetBlue Effect,” which occurs when legacy carriers react to JetBlue’s unique combination of low fares and award-winning customer service with lower fares. JetBlue triggers significantly greater fare decreases from legacy airlines when it enters a new market than when ultra-low-cost carriers enter a market.

Challenges the Dominant Carriers with Low Fares and Award-Winning Customer Service

In the 22 years since JetBlue first brought low fares to New York, airline mergers have created a landscape where the four largest U.S. carriers control more than 80 percent of the domestic market, to the detriment of consumers. The combination of JetBlue and Spirit would create the fifth largest domestic airline, better positioning it on a national level as a customer-centric, low-fare alternative to the dominant “Big Four” airlines.

JetBlue is loved by customers for its award-winning onboard service, featuring the most legroom in coach (a); free and fast Fly-Fi broadband internet (b); complimentary and unlimited name-brand snacks and soft drinks; and free, live DIRECTV® programming at every seat. The current merger proposal assumes the rebranding and retrofitting of Spirit’s fleet as JetBlue, introducing a superior onboard experience to Spirit customers.

“While JetBlue and Spirit are different in many ways, we also have much in common, including a focus on keeping our costs low so we can profitably expand and offer an attractive alternative to the dominant ‘Big Four’ airlines. We would conduct a full review of Spirit’s product offering, operational and customer technology, and talent pool to optimize the combined airline,” said Hayes.

Builds on Its Northeast Alliance with American Airlines While Further Deepening JetBlue’s Commitment to New York and Florida

JetBlue has established deep roots in New York, where it has long been New York’s Hometown Airline®. The combined company would maintain the JetBlue brand and continue to be based in New York City.

Through its successful Northeast Alliance (NEA) with American Airlines, JetBlue is currently experiencing significant growth in New York and Boston. In the New York area, JetBlue plans to grow from 200 to nearly 300 daily flights across JFK, LaGuardia, and Newark airports this year. JetBlue’s expanded presence is already significantly benefitting the community, with plans to hire 5,000 new crewmembers in the New York-New Jersey region this year and offering travelers in and out of the New York and Boston areas more choices, low fares, and JetBlue’s award-winning experience. The combination with Spirit would complement the NEA’s positive impact in the Northeast by similarly expanding JetBlue’s presence nationwide.

JetBlue has a long history in Florida, starting with the airline’s first revenue flight in 2000 between New York and Fort Lauderdale. With Spirit’s existing headquarters in the Fort Lauderdale area and presence at Fort Lauderdale-Hollywood International Airport (FLL), JetBlue would have the opportunity to deepen its longstanding commitment to Florida. Both Fort Lauderdale and Orlando are JetBlue focus cities, and its JetBlue Travel Products subsidiary – best known for its fast-growing JetBlue Vacations and Paisly product offerings – is also based in the Fort Lauderdale area. The combined airline would offer more than 170 daily flights at FLL, building JetBlue’s relevance as a stronger low-fare competitor in South Florida. At Orlando International Airport (MCO), JetBlue would grow to more than 130 daily flights. JetBlue maintains its training campus and a customer support center in Orlando, and would plan for significant expansion in Florida to support the larger, combined airline.

Offers Crewmembers Greater Opportunities Supported by JetBlue’s Differentiated Culture

JetBlue’s differentiated culture has made it a leading place to work since its first flight in 2000. Supported by JetBlue’s mission to Inspire Humanity and its values-based culture, the combined airline would have 32,000 crewmembers with plans to hire more as the airline grows.

By bringing together the power of the JetBlue and Spirit teams, with their shared commitment to customers and innovation, the combination would strengthen JetBlue’s ability to grow, deliver outstanding service, and compete in a domestic market dominated by the four largest airlines. A larger, financially stronger JetBlue would provide current and future crewmembers with more career growth opportunities, broader travel benefits, more opportunities to make a bigger difference in the communities JetBlue and Spirit serve, and a deeper bench of intellectual capital to support the future growth of the airline.

JetBlue is committed to working with labor leaders representing crewmembers and team members at both airlines to ensure the combination supports the needs of those that operate the airline, especially as Spirit team members join JetBlue. JetBlue intends to continue having direct crewmembers in places where it has them today and would insource Spirit roles in those cities. In locations where JetBlue does not currently insource, it would plan to conduct a full review to evaluate Spirit’s staffing model and determine the optimal path forward for the combined company.

Unlocks JetBlue Growth Across the U.S., Caribbean, and Latin America

The proposed transaction would turbocharge JetBlue’s network strategy, diversifying and expanding JetBlue’s footprint across the U.S., Caribbean, and Latin America. The combined network would serve more than 77 million customers annually on more than 1,700 daily flights to over 130 destinations in 27 countries from Peru to the United Kingdom – increasing customer options with a significantly broader network and increasing relevance and connectivity in JetBlue’s focus cities.

The transaction would allow JetBlue to grow in its focus cities like Los Angeles, Fort Lauderdale/Hollywood, Orlando, and San Juan, as well as in legacy hubs where the dominant carriers control with high fares, including Las Vegas, Dallas, Houston, Chicago, Detroit, Atlanta, and Miami. The combination would introduce JetBlue for the first time to new destinations, including St. Louis; Memphis, Tenn.; Louisville, Ky., Atlantic City, N.J.; Myrtle Beach, S.C.; and four additional destinations in Colombia.

The combination would leverage JetBlue and Spirit’s complementary Airbus fleet and order book to drive sustained, profitable growth. The combined airline would have a fleet of 455 aircraft with 312 Airbus aircraft on order. The joint fleet would be one of the youngest and most fuel efficient in the industry. With JetBlue’s Embraer E190 fleet set for retirement, a common Airbus fleet and engine commonality would simplify integration, reducing the need for additional training and offering opportunities to better utilize spares, parts, and manufacturer support across both airlines.

Expands JetBlue’s Goal to Achieve Net Zero Carbon Emissions Ahead of Industry

JetBlue is taking bold steps to address its emissions and reduce its contribution to climate change. Its combined fleet with Spirit would accelerate its transition to next generation aircraft composed of modern and fuel-efficient aircraft to achieve its sustainability goals. JetBlue plans to achieve net zero carbon emissions by 2040 – 10 years ahead of the broader industry’s goal. JetBlue’s sustainability programs aim to:

• Decrease aircraft emissions 25% per available seat mile (ASM) by 2030 from 2015 levels, excluding offsets.
• Convert 10% of total jet fuel to blended sustainable aviation fuel by 2030, and 30% in New York.
• Convert 40% of three main ground service equipment vehicle types to electric by 2025 and 50% by 2030.
• Eliminate single-use plastic service ware where possible. Where not possible, ensure plastic is recyclable.
• Maintain at least an 80% recycling rate for audited domestic flights.

Delivers Superior Value and High Degree of Certainty for All Shareholders

JetBlue’s proposal offers Spirit shareholders full and certain value, and a high degree of certainty. The proposal values Spirit at $33 per share in cash, which represents:

• A 52%¹ premium to Spirit’s undisturbed share price as of February 4, 2022, the last trading day before the Frontier transaction announcement.
• A 50%² premium to Spirit’s closing price on April 4, 2022, or a premium of $11.01 per share in cash to Spirit shareholders.
• A 37%³ premium to the value implied by the Frontier transaction as of April 4, 2022.
• An implied aggregate equity value of $3.6 billion and an adjusted enterprise value of $7.3 billion for Spirit.⁴

No JetBlue shareholder vote is required to complete the proposed transaction, which will not be subject to financing contingency. JetBlue has approximately $2.8 billion of cash on hand as of December 31, 2021, and has a variety of unencumbered assets available to finance, worth in aggregate approximately $9 billion.

The proposed transaction is expected to deliver $600-700 million in net annual synergies once integration is complete, driven in large part by expanded customer offerings resulting from the greater scale of the network. The combined airline is projected to have annual revenues of approximately $11.9 billion based on 2019 revenues. JetBlue expects the transaction to be accretive to earnings per share in the first full year, excluding integration costs.

Given its conviction in securing the necessary regulatory approvals, JetBlue is highly confident that its proposed transaction would be completed on a timely basis and on a timeframe generally consistent with the pending transaction with Frontier. JetBlue’s proposal contemplates that the definitive agreement for the proposed transaction would contain contractual commitments designed to address any regulatory concern, including, while JetBlue is highly confident in the completion of the transaction, a “reverse break-up fee” that would become payable to Spirit in the unlikely event the proposed transaction is not consummated for antitrust reasons. These terms represent a meaningful improvement compared to the terms contemplated in the pending transaction with Frontier.

Transaction Details

JetBlue intends to fund the transaction with cash on hand and debt financing led by Goldman Sachs & Co. LLC.

The execution of a definitive merger agreement between JetBlue and Spirit would be subject to approval by each company’s Board of Directors and completion of the transaction would be subject to customary closing conditions, including receipt of required regulatory approvals and approval of Spirit’s shareholders.