Spirit Airlines Comments on New Proposal From JetBlue

Spirit Airlines confirmed receipt of a revised proposal from JetBlue Airways to acquire all the outstanding shares of the discount carrier’s common stock.

Spirit’s Board of Directors will now work with its financial and legal advisors to evaluate JetBlue’s revised proposal and pursue the course of action it determines to be in the best interests of the company and its stockholders.

The evaluation of JetBlue’s revised proposal will remain in accordance with the previous merger agreement with Frontier Group Holdings, with Spirit providing an update to stockholders ahead of the special meeting of stockholders scheduled for June 30.

As part of this process, Frontier and JetBlue have been given access to the same extensive due diligence information, on the same terms.

JetBlue’s new proposal increases the share price to $33.50 and strengthens the divestiture commitment, including 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.

The deal also includes 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.

The new proposal also includes a reverse break-up fee, accelerated prepayment of $1.50 per share, and a Divestiture commitment in New York and Boston.

“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,” JetBlue CEO Robin Hayes said. “Together, we will deliver lower fares and a better experience to more customers.”

Earlier this month, JPMorgan Chase, one of the nation’s leading financial services firms, expressed optimism this week that Spirit Airlines will choose JetBlue Airways as its merger partner.