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Spirit Reiterates Support for Frontier Merger, JetBlue Submits ‘Enhanced Superior Proposal’

Spirit Airlines’ Board has today reiterated support for their original February 7, 2022 merger agreement with Frontier Airlines, determining JetBlue’s competing offer wasn’t superior. In response, JetBlue submits ‘enhanced superior proposal’ to acquire Spirit.

Spirit Airlines' Board Reiterates Support for Merger With Frontier Airlines - Courtesy Spirit Airlines/Frontier Airlines

On Monday (May 2, 2022) Spirit Airlines announced that their Board of Directors has reiterated support for the original February 7, 2022 merger agreement with Frontier Airlines. In consultation with outside financial and legal advisors, Spirit has determined that JetBlue’s subsequent offer does not constitute a ‘Superior Proposal’ because the company believes the proposed transaction with JetBlue “…is not reasonably capable of being consummated.” Under the February 7, 2022 merger agreement with Frontier, Spirit equity holders would receive 1.9126 shares of Frontier plus $2.13 in cash for each Spirit share owned.

After making this determination, a letter was issued to JetBlue with Spirit Airlines’ Chairman of the Board of Directors, Mac Gardner, writing in part,

“Spirit continues to believe in the strategic rationale of the proposed merger with Frontier and is confident that it represents the best opportunity to maximize long-term shareholder value. After a thorough review and extensive dialogue with JetBlue, the Board determined that the JetBlue proposal involves an unacceptable level of closing risk that would be assumed by Spirit stockholders. We believe that our pending merger with Frontier will start an exciting new chapter for Spirit and will deliver many benefits to Spirit shareholders, Team Members and Guests.”

In response to Spirit’s decision to reiterate support for the merger with Frontier Airlines,

JetBlue announced today (May 2, 2022), that they have submitted what they call an ‘enhanced superior proposal’ to acquire Spirit. JetBlue’s latest offer is to acquire all outstanding Spirit shares for $33.00 in cash per share, a 47 percent premium to the current Frontier deal as of April 29th, and a 52 percent premium to Spirit’s February 4, 2022 share price (the last trading day prior to the Spirit-Frontier announcment).

Additionally, JetBlue’s sweetened deal includes a $200 million reverse breakup fee, approximately $1.80 per Spirit share, which would be paid to the carrier if the merger doesn’t receive regulatory approval. To remedy regulatory concerns, JetBlue has also committed to the divestiture of all Spirit assets in New York and Boston, as well as gates and assets at other airports including Fort Lauderdale.

One of Spirit’s primary concerns is that JetBlue’s Northeast Alliance (NEA) with American Airlines represents a major hurdle to receiving antitrust clearance. Last September, the U.S. Department of Justice and six state Attorneys General, along with the District of Columbia, sued to block the NEA, which adds a challenging layer of complexity to a potential JetBlue-Spirit combination.

Source(s): Spirit Airlines, JetBlue


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