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 MIRAMAR, Fla., May 2, 2022 /PRNewswire/ --Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE:SAVE) today announced that its Board of Directors (the "Board"), in consultation with outside financial and legal advisors, has unanimously determined that the unsolicited proposal received from JetBlue Airways ("JetBlue") (NASDAQ: JBLU) does not constitute a 'Superior Proposal' as defined in Spirit's merger agreement with Frontier Group Holdings, Inc. ("Frontier") (NASDAQ: ULCC), parent company of Frontier Airlines, Inc., because it has determined that the proposed transaction is not reasonably capable of being consummated. Today we are | 10 comments on LinkedIn . Frontier has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 in connection with the proposed transaction (which Registration Statement has not yet been declared effective), that included a preliminary Information Statement/Prospectus of Frontier and a preliminary Proxy Statement of Spirit. Spirit Airlines, Inc. today announced that its board of directors, after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer . . 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. Dow Jones, a News Corp. The U.S. Department of Justice (DOJ), along with Attorneys General in six states and the District of Columbia, have sued to block the NEA, alleging that the alliance "will not only eliminate important competition in [Boston and New York City], but will also harm air travelers across the country by significantly diminishing JetBlue's incentive to compete with American elsewhere, further consolidating an already highly concentrated industry. Investors and stockholders will be able to obtain free copies of the Registration Statement and the definitive Information Statement/Proxy Statement/Prospectus and other documents filed with the SEC by Frontier and Spirit through the website maintained by the SEC at www.sec.gov. We have reviewed JetBlue's updated proposal dated April 29, 2022, with Spirit's Board of Directors and its legal and financial advisors. All forward-looking statements in this communication are based upon information available to Frontier and Spirit on the date of this communication. The U.S. Department of Justice (DOJ), along with Attorneys General in six states and the District of Columbia, have sued to block the NEA, alleging that the alliance "will not only eliminate important competition in [Boston and New York City], but will also harm air travelers across the country by significantly diminishing JetBlue's incentive to compete with American elsewhere, further consolidating an already highly concentrated industry. 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. Robert Johnson. All forward-looking statements in this communication are based upon information available to Frontier and Spirit on the date of this communication. We go for you. Spirit does not consider JetBlue's April 29 response to be appropriately responsive to Spirit's concerns. Consistent with its fiduciary duties, the Spirit Board of Directors will work with its financial and legal advisors to . INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT/ INFORMATION STATEMENT/ PROSPECTUS/ PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED BY FRONTIER OR SPIRIT WITH THE SEC IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FRONTIER, SPIRIT, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. 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. The transaction is subject to customary closing conditions, including completion of the ongoing regulatory review process and approval by Spirit stockholders. 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 with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer from JetBlue Airways Corporation ("JetBlue") (NASDAQ: JBLU) to acquire all outstanding shares of Spirit's common stock for $30 per share in cash (the "Offer") is NOT in the best interests of Spirit and its stockholders. Spirit Airlines. 0. https://www.prnewswire.com/news-releases/spirit-airlines-board-of-directors-reiterates-support-for-merger-with-frontier-airlines-301537140.html. Spirit Airlines announced its Board of Directors has unanimously determined the unsolicited tender offer from JetBlue is not in the best interest of the carrier and its stockholders.. Name Total COMPENSATION; Barclay G. Jones, III: Total Cash $217,488: Carlton D. Donaway: Total Cash $222,488: 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. DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER, SPIRIT AEROSYSTEMS HOLDINGS, INC. Ronald T. Kadish EVP, BOOZ ALLEN HAMILTON, LT. GENERAL (RETIRED) USAF John L. Plueger CHIEF EXECUTIVE OFFICER, PRESIDENT, AND MEMBER OF THE BOARD OF DIRECTORS OF AIR LEASE CORP. James R. Ray In addition, John R. ("JR") Wilson, also of Indigo Partners, resigned from the Board today. Frontier has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 in connection with the proposed transaction (which Registration Statement has not yet been declared effective), that included a preliminary Information Statement/Prospectus of Frontier and a preliminary Proxy Statement of Spirit. It was the arrival of Ben Baldanza that helped the airline stabilize with this model in the market. Of this total $91,000 was received as fees earned or paid in cash, $0 was received as non-stock incentive plan compensation, $0 was received as change in pension value and nonqualified deferred compensation earnings, $0 was . Spirit Airlines is obligated to reimburse USD25 million of Frontier's incurred merger-related costs, as per the terms of the now-terminated Frontier/Spirit merger agreement. --Spirit Airlines, Inc. today announced that its Board of Directors, after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer . I leave with the company in strong and capable hands, and I send my special congratulations and best wishes to the Spirit Team Members that do such a great job every day for each other and for our Guests.. During that period, Spirit has also discussed projections with your financial advisers and provided voluminous documentary due diligence material through a secure virtual data room. JetBlue Airways Corporation 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. 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. FORT LAUDERDALE, Fla. South Florida-based discount carrier Spirit Airlines announced Monday it has rejected a $3.6 billion buyout bid by JetBlue Airways, saying its suitor failed to sufficiently address antitrust concerns. Move. McIntyre Gardner. Spirit Airlines, Inc. MIRAMAR, Fla., Sept. 24, 2019 (GLOBE NEWSWIRE) -- Spirit Airlines (NYSE: SAVE) announced today that its Board of Directors had appointed Christine P. Richards and Mark B. Dunkerley as its newest members, effective September 23, 2019. Moreover, in evaluating a JetBlue-Spirit combination, Spirit believes DOJand a courtwill be very concerned that a higher-cost/higher fare airline would be eliminating a lower-cost/lower fare airline in a combination that would remove about half of the ULCC capacity in the United States. 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. 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.". Since last summer, our board has been working through a refreshment process to bring on talented new Directors. 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. View original content to download multimedia:https://www.prnewswire.com/news-releases/spirit-airlines-board-of-directors-reiterates-support-for-merger-with-frontier-airlines-301537140.html, Investor Relations Contact DeAnne Gabel(954) 447-7920investorrelations@spirit.com. July 27, 2022. 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. PR Newswire. Spirit's Board of Directors also issued the following letter to JetBlue. (The mass of one gigaton is equivalent to about 10,000 fully loaded aircraft carriers, according to NASA.) Spirit does not consider JetBlue's April 29 response to be appropriately responsive to Spirit's concerns. Spirit Airlines Board of Directors Reiterates Support for Merger with Frontier Airlines. The Board continues to believe that the pending transaction with Frontier represents the best opportunity to maximize value and recommends that Spirit shareholders adopt the merger agreement with Frontier. Prior to Hawaiian, he was Chief Operating Officer at Sabena Airlines Group and Executive Vice President at the Washington-based aviation consultancy, Roberts Roach & Associates.