"Moving forward, the Spirit board of directors will continue our ongoing discussions with JetBlue as we pursue the best path forward for Spirit and our stockholders," Christie said. Here are further demographic highlights of the leadership team: The Spirit Airlines executive team is 16% female and 84% male. 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. Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. 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 Board also announced it had been informed by Robert L. Fornaro of his decision to step down from the Board, also effective September 23, 2019. 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.. In addition, John R. ("JR") Wilson, also of Indigo Partners, resigned from the Board today.
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. This approach has largely paid off for the operator over the years. "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. McIntyre Gardner. In public comments issued on Monday, May 16, 2022, JetBlue misleads Spirit and JetBlue stockholders with inaccurate statements and mischaracterizations. 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. Additional Information About the JetBlue Tender OfferSpirit has filed a solicitation/recommendation statement with respect to the tender offer with the Securities and Exchange Commission ("SEC"). Spirit's Board of Directors also issued the following letter to JetBlue. 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. Mr Dunkerley currently serves as Non-Executive Director of Spirit Airlines Inc., a NASDAQ listed US airline and of Volotea Airlines, a privately-owned low-cost airline operating in Europe. 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. The transaction is subject to customary closing conditions, including completion of the ongoing regulatory review process and approval by Spirit stockholders. Spirit Airlines Board of Directors to Review Unsolicited Tender Offer from JetBlue PRNewswire Follow Jun 15, 2022 . OF SPIRIT AIRLINES, INC. "Based on our own research and the advice of antitrust and economic experts, our view is that the proposed combination of JetBlue and Spirit lacks any realistic likelihood of obtaining regulatory approval, while our company faces a long and bleak limbo period as we await resolution. Charitable Foundation -Member Board Of Directors. "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," said Mac Gardner, Chairman of Board of Directors for Spirit Airlines. . Stockholders Advised Not to Take Action at This Time. Spirit Airlines has 2 board of directors, including Mac Gardner. The facts are: Spirit Airlines' independent Board is acting in the best interests of all Spirit stockholders and engaged constructively with JetBlue, Spirit believes JetBlue's proposals and offer are a cynical attempt to disrupt Spirit's merger with Frontier, which JetBlue views as a competitive threat, JetBlue's focus on Spirit appears to be an attempt to distract from the fact that JetBlue's own business is in disarray, JetBlue's claims about the so-called 'JetBlue Effect' arebased on economic modeling that Spirit believes has significant defects and overstates the impact of JetBlue on legacy carriers, when in reality, it is Spirit that continues to be a check on other airlines' fares including JetBlue's, JetBlue's illusory Offer would deprive Spirit stockholders of the long-term benefits and deprive consumers of savings expected to result from the Frontier merger, Spirit stockholders would not have the opportunity to participate in the upside from airline industry recovery and benefits from the Frontier transaction, The Spirit and Frontier merger will create America's most competitive ultra-low fare airline. 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 . We make it possible for our Guests to venture further and discover more than ever before. 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. Spirit shareholders do not need to take any action at this time. He is a member of both the Board of Directors and Trustees of Arizona State University Foundation; a member of Conquistadores Del Cielo, the Greater Phoenix Economic Council, a board member of the Drug Free Arizona Organization and the Valley of the Sun United Way Foundation. Chief Executive Officer The recommendation is based on the improved terms offered by Frontier as well as the revised proposal and 'extensive' discussions with another competitor . 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. Scott Haralson serves as the Chief Financial Officer of Spirit Airlines. Cautionary Statement Regarding Forward-Looking InformationCertain 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. The Board has been advised by outside legal counsel and financial advisors and conducted a thorough process in evaluating JetBlue's original proposal. 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. We are delighted that Chris and Mark have agreed to join our board, said Spirits Chairman, Mac Gardner. In January 2017, Mr. Christie was promoted to Executive Vice President and Chief Financial Officer. The transaction you describe in your April 29 response not only fails to meet the required standard under the Frontier merger agreement but, by prioritizing the NEA over the steps we believe would be necessary to have any realistic likelihood of obtaining antitrust clearance, it imposes on our stockholders a degree of risk that no responsible board would accept. H. McIntyre Gardner Chairman of the Board, Edward M. Christie, IIIChief Executive Officer. His experience as a successful CEO at Hawaiian and senior leader in several other airline and aviation businesses will be a tremendous resource for the Board and the Spirit management team., I am pleased to join the board of an innovative emerging company like Spirit, said Ms. Richards. We believe a combination of JetBlue and Spirit has a low probability of receiving antitrust clearance so long as JetBlue's Northeast Alliance (NEA) with American Airlines remains in existence. William ("Bill"). Important Additional Information Will be Filed with the SEC. Their Fit Fleet is one of the youngest and most fuel-efficient in the U.S. We make it possible for our Guests to venture further and discover more than ever before. We are the leader in providing customizable travel options starting with an unbundled fare. This button displays the currently selected search type. Participants in the SolicitationFrontier 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. The Company will continue to advance toward completing the transaction with Frontier, which is expected to close in the second half of 2022. Median Employee Pay. Prior to that, Mr. Dunkerley was President and Chief Operating Officer of Worldwide Flight Services, a leading multinational ground handling business and held various senior positions over 10 years at British Airways PLC. She serves on several non-profit boards including the Tennessee State Collaborative on Reforming Education and the Board of Visitors of the Fuqua School of Business at Duke University. 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. Spirit's Board of Directors also issued the following letter to JetBlue. Director. Long Island City, NY 11101. 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. PR Newswire. 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 . The Registration Statement is not complete and will be further amended. View original content to download multimedia:https://www.prnewswire.com/news-releases/spirit-airlines-board-of-directors-urges-stockholders-to-reject-jetblue-tender-offer-301550872.html. Spirit Airlines ' board on Thursday urged its shareholders to reject JetBlue Airways ' hostile takeover attempt, citing regulatory hurdles and accusing the airline of trying to derail its. Amikor a webhelyeinket s alkalmazsainkat hasznlja, a webhelyek s alkalmazsok szolgltatsa, a felhasznlk hitelestse, biztonsgi funkcik mkdtetse, a levlszemt s a visszalsek megelzse, valamint, a webhelyek s alkalmazsok hasznlatnak mrse, szemlyre szabott hirdetsek s tartalom megjelentse rdekldsi profilok alapjn, a szemlyre szabott hirdetsek s tartalom hatkonysgnak mrse, valamint, a termkeink s szolgltatsaink tovbbfejlesztse. On that score, in the event of a failure or abandonment of a JetBlue-Spirit combination, even a high reverse termination fee will not fully compensate Spirit stockholders for the likely significant business erosion Spirit will face during what will be a protracted approval process. When typing in this field, a list of search results will appear and be automatically updated as you type. 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 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.". 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. Encouraging Spirit shareholders to drop Frontier's offer, JetBlue also offered a 'ticking fee', a mechanism that, according to the airline, would give Spirit shareholders a monthly prepayment of $0.10 per share between January 2023 and the closing of the deal."[A ticking fee mechanism] represents an estimated aggregate ticking fee of up to $1.80 per share, of which the first $1.15 per . Cautionary Statement Regarding Forward-Looking Information. Indeed, that response makes clear that JetBlue is unwilling to terminate the NEA or to agree to any other remedies that might materially decrease the expected benefits to JetBlue from the NEA to obtain clearance for an acquisition of Spirit. 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. We are the leader in providing customizable travel options starting with an unbundled fare. On that score, in the event of a failure or abandonment of a JetBlue-Spirit combination, even a high reverse termination fee will not fully compensate Spirit stockholders for the likely significant business erosion Spirit will face during what will be a protracted approval process. Investors and stockholders are 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. Director. Sep 25, 2019. 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. We believe that is a clear, pro-consumer narrative that will resonate more successfully with DOJ than a combination with JetBlue, which would eliminate the largest ULCC and remove significant low-cost/low-fare capacity. 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. $1,537,618. CEO Pay. WhatsApp 855-728-3555 with "Hello". 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. Emissions of the climate-warming gas that were caused by energy production grew 0.9% to reach 36.8 gigatons in 2022, the International Energy Agency reported Thursday. CEO Name. Since last summer, our board has been working through a refreshment process to bring on talented new Directors. 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. 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. We have reviewed JetBlue's updated proposal dated April 29, 2022, with Spirit's Board of Directors and its legal and financial advisors. "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," said Mac Gardner, Chairman of Board of Directors for Spirit Airlines. Matt Klein Senior Vice President & Chief Commercial Officer Matt Klein serves as the Senior Vice President & Chief Commercial Officer of Spirit Airlines. 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.. In that scenario, a $1.83 per share reverse break-up fee will not come close to adequately compensating Spirit stockholders for the significant business disruption Spirit will face during what JetBlue acknowledges will be a protracted regulatory process. You will be able to obtain free copies of the solicitation/recommendation statement with respect to the tender offer and other documents filed with the SEC by Spirit through the website maintained by the SEC at www.sec.gov. Customer Service: 855-728-3555. Spirit Airlines employs 5,896 employees. A monthslong effort by Frontier Airlines to acquire Spirit Airlines abruptly ended on Wednesday when the companies called off their proposal, giving new life to a rival bid for . To reduce that risk and achieve a more appropriate balance of the risk between our companies, in our April 25 response Spirit proposed a strong covenant requiring JetBlue to take any action required to obtain regulatory clearance, which specifically included abandoning the NEA at closing. Come save with us at spirit.com. Come save with us at spirit.com. in Economics from The London School of Economics and Political Science and his M.A. Information regarding Spirit's directors and executive officers is contained in Spirit's definitive proxy statement, which was filed with the SEC on March 30, 2022. 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. 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. In contrast, Spirit believes that merging with Frontier will enable the combined ULCC business to achieve scale, improve operational reliability, have increased relevance to consumers, and do an even better job of delivering ultra-low fares to more consumers and competing more effectively against the Big 4 carriers, as well as against JetBlue. The transaction you describe in your April 29 response not only fails to meet the required standard under the Frontier merger agreement but, by prioritizing the NEA over the steps we believe would be necessary to have any realistic likelihood of obtaining antitrust clearance, it imposes on our stockholders a degree of risk that no responsible board would accept.