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. All forward-looking statements in this communication are based upon information available to Frontier and Spirit on the date of this communication. After receiving the summary output of your economic model from your advisers, Spirit's economic consultants identified reasons to doubt that such an effect would significantly exceed any similar "ULCC effect.". Actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; failure to obtain applicable regulatory or Spirit stockholder approval in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure of the parties to consummate the transaction; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; demand for the combined company's services; the growth, change and competitive landscape of the markets in which the combined company participates; expected seasonality trends; diversion of managements' attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; risks related to investor and rating agency perceptions of each of the parties and their respective business, operations, financial condition and the industry in which they operate; risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; that Frontier's cash and cash equivalents balances, together with the availability under certain credit facilities made available to Frontier and certain of its subsidiaries under its existing credit agreements, will be sufficient to fund Frontier's operations including capital expenditures over the next 12 months; Frontier's expectation that based on the information presently known to management, the potential liability related to Frontier's current litigation will not have a material adverse effect on its financial condition, cash flows or results of operations; that the COVID-19 pandemic will continue to impact the businesses of the companies; ongoing and increase in costs related to IT network security; and other risks and uncertainties set forth from time to time under the sections captioned "Risk Factors" in Frontier's and Spirit's reports and other documents filed with the SEC from time to time, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. William ("Bill") A. Franke of Indigo Partners resigned as Chairman of the Board earlier today. We struggle to understand how JetBlue can believe DOJ, or a court, will be persuaded that JetBlue should be allowed to form an anticompetitive alliance that aligns its interests with a legacy carrier and then undertake an acquisition that will eliminate the largest ULCC carrier. H. McIntyre Gardner Aug 2021 - Present1 year 8 months. Chief Executive Officer Mr. Dunkerley serves on the board of directors of Volotea Airlines, a low-cost carrier operating in Europe. Spirit took note of the fact that the JetBlue proposal allocates most of the very substantial deal completion risk to Spirit stockholders. https://www.prnewswire.com/news-releases/spirit-airlines-board-of-directors-urges-stockholders-to-reject-jetblue-tender-offer-301550872.html. Mark B. Dunkerley has enjoyed a long and varied career in the commercial airline and aviation industry. MIRAMAR, Fla., May 16, 2022. Frontier Airlines and Spirit Airlines said in a joint press release Monday that the companies' boards of directors had unanimously approved the $6.6 billion transaction and expect it to. Frontier and Spirit undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, except as required by applicable law. Director. Director. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. He also serves as Vice-Chair of the board of the National Air & Space Museum. All forward-looking statements in this communication are based upon information available to Frontier and Spirit on the date of this communication. 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.. . We also proposed a substantial reverse termination fee intended to partially compensate Spirit if the transaction failed to win antitrust clearance. Ms. Richards received her Bachelor of Arts in Economics, magna cum laude, from Bucknell University and her law degree from Duke University School of Law. Our conclusion is based on careful analysis of the competitive implications of a combination of JetBlue, which analysis has been informed by extensive discussions between our respective antitrust advisors and economic consultants over the past four weeks. Spirit Airlines' independent Board is acting in the best interests of all Spirit stockholders and engaged constructively with JetBlue Seven of Spirit's eight Board members are independent. DOJ clearly views the NEA as having a broader national effect and Spirit believes DOJ will not place great weight on your proposed remedy, especially because there are reasons to doubt the efficacy of similar divestitures as a remedy in past airline mergers. "1 As you know, Spirit and many other airline and air travel constituencies have publicly opposed the NEA on grounds that it is anticompetitive. Certain statements in this communication, including statements concerning Frontier, Spirit, the proposed transactions and other matters, should be considered forward-looking within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Spirit Airlines announced this morning that its Board of Directors determined to reject JetBlue acquisition proposal as it does not constitute a superior offer as the one made by Frontier, because they think that the transaction is not reasonably capable of being consummated.. These forward-looking statements are based on Frontier's and Spirit's current expectations and beliefs with respect to certain current and future events and anticipated financial and operating performance. Phone Contacts. Chairman of the Board, Edward M. Christie, III Important Additional Information Will be Filed with the SEC. PR Newswire. Frontier and Spirit, and certain of their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the Merger Agreement. https://www.justice.gov/opa/pr/justice-department-sues-block-unprecedented-domestic-alliance-between-american-airlines-and This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. MIRAMAR, Fla., May 19, 2022 /PRNewswire/ -- Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE: SAVE) today announced that its Board of Directors (the "Board"), after consultation. Robert Johnson. Spirit Airlines employs 5,896 employees. MIRAMAR, Fla., June 20, 2022--(BUSINESS WIRE)--Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE: SAVE), today confirmed receipt of a revised proposal from JetBlue Airways ("JetBlue") (Nasdaq: JBLU) to acquire all of the outstanding shares of Spirit's common stock.. Spirit Airlines Investor inquiries: DeAnne Gabel (954) 447-7920 investorrelations@spirit.com or Okapi Partners LLC Bruce Goldfarb/Jason Alexander (212) 297-0720 info@okapipartners.com Media. Spirit Airlines has announced that its Board of Directors, after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer. Our pending merger with Frontier is advancing as planned, and we continue to recommend that Spirit stockholders vote FOR the merger with Frontier on June 10th, as we believe the combination of these two ULCCs is the best way to deliver maximum value to Spirit stockholders.". In addition, investors and stockholders will be able to obtain free copies of the information statement and the proxy statement and other documents filed with the SEC by Frontier and Spirit on Frontier's Investor Relations website at https://ir.flyfrontier.com and on Spirit's Investor Relations website at https://ir.spirit.com. Frontier and Spirit also plan to file other relevant documents with the SEC regarding the proposed transaction. Finally, we are skeptical about your claims regarding the so-called "JetBlue Effect." Our Fit Fleet is one of the youngest and most fuel-efficient in the U.S. We serve destinations throughout the U.S., Latin America and the Caribbean, and are dedicated to giving back and improving those communities. 1See Press Release, United States Department of Justice, Justice Department Sues to Block Unprecedented Domestic Alliance Between American Airlines and JetBlue (Sept. 21, 2021), available at https://www.justice.gov/opa/pr/justice-department-sues-block-unprecedented-domestic-alliance-between-american-airlines-and. Frontier and Spirit also plan to file other relevant documents with the SEC regarding the proposed transaction. Spirit Airlines is famed for its ultra-low-cost operations in the United States aviation market. Our Fit Fleet is one of the youngest and most fuel-efficient in the U.S. We operate more than 600 daily flights to 76 destinations in the U.S., Latin America and the Caribbean, and are dedicated to giving back and improving the communities we serve. Additional information about the significant strategic and financial benefits of the merger with Frontier and voting instructions are at http://ir.spirit.com and in the proxy statement/prospectus mailed to Spirit stockholders on May 11, 2022.