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.. When expanded it provides a list of search options that will switch the search inputs to . 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. Cision Distribution 888-776-0942 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. 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. No Offer or SolicitationThis 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. 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. 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. Charitable Foundation -Member Board Of Directors. Long Island City, NY 11101. PR Newswire. 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. Information regarding Frontier's directors and executive officers is contained in Frontier's definitive proxy statement, which was filed with the SEC on April 13, 2022. CEO Pay Ratio. This button displays the currently selected search type. We have reviewed JetBlue's updated proposal dated April 29, 2022, with Spirit's Board of Directors and its legal and financial advisors. 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. Robin Hayes . 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 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. Robert L. Fornaro (also known as Bob Fornaro, born 1952 or 1953) was the CEO of Spirit Airlines.He was the chairman, president and chief executive officer of AirTran Holdings Inc. and its subsidiary, AirTran Airways, in Orlando, Florida, until AirTran was acquired by Southwest Airlines in May 2011, when he became a full-time consultant on the acquisition, sitting on the integration board. Brmikor mdosthatja a kivlasztott belltsait a webhelyeinken s alkalmazsainkban lv Adatvdelmi irnytpult linkre kattintva. in Air Transport Management from Cranfield University in the UK. With her strong background in aviation, corporate governance, customer support, government relations and business transactions, Chris will add an experienced voice in helping Spirit continue its trajectory as Americas largest and highest-quality value carrier., We are also excited to bring on an aviation leader of Marks caliber, Gardner continued. 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. 02/05/2022. 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. Spirit Airlines is famed for its ultra-low-cost operations in the United States aviation market. 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. We are the leader in providing customizable travel options starting with an unbundled fare. Spirit does not consider JetBlue's April 29 response to be appropriately responsive to Spirit's concerns. Photo (c) JillianCain - Getty Images After huddling with outside legal and financial advisors, Spirit Airlines announced that its Board of Directors has unanimously decided to reject a hostile . We are the leader in providing customizable travel options starting with an unbundled fare. Stockholders Advised Not to Take Action at This Time. Important Additional Information Will be Filed with the SECFrontier has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 in connection with the proposed transaction, including a definitive Information Statement/Prospectus of Frontier and a definitive Proxy Statement of Spirit. Beechcraft (as Chairman) and Spirit Airlines. "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. 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. Spirit shareholders do not need to take any action at this time. Words such as "expects," "will," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and other similar expressions are intended to identify forward-looking statements. As you know, a "Superior Proposal" under the Frontier agreement must, among other requirements, be "reasonably capable of being consummated." Spirit Airlines Board of Directors Reiterates Support for Merger with Frontier Airlines. Spirit Airlines, Inc. is an American ultra-low-cost carrier headquartered in Miramar, Florida. 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. Fort Lauderdale, Florida, United States. . Spirit officials consulted outside financial and legal advisors, who revealed the JetBlue proposal would face substantial regulatory hurdles, just as the carrier's Northeast Alliance deal with American Airlines . Board Unanimously Determined JetBlue Proposal Does Not Constitute a 'Superior Proposal', Company Intends to Continue Advancing Toward Completion of Transaction 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. In public comments issued on Monday, May 16, 2022, JetBlue misleads Spirit and JetBlue stockholders with inaccurate statements and mischaracterizations. "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. 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. Consistent with its fiduciary duties, the Spirit Board of Directors will work with its financial and legal advisors to . "JetBlue's tender offer has not addressed the core issue of the significant completion risk and insufficient protections for Spirit stockholders," said Mac Gardner, Chairman of the Board of Directors for Spirit Airlines. 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. The Board has been advised by outside legal counsel and financial advisors and conducted a thorough process in evaluating JetBlue's original proposal. Consistent with its fiduciary duties, the Spirit Board of Directors will work with its financial and legal advisors to . This allows every Guest to pay only for the options they choose like bags, seat assignments and refreshments something we call La Smarte. We are delighted that Chris and Mark have agreed to join our board, said Spirits Chairman, Mac Gardner. the Spirit Board of Directors (the "Board") will carefully review JetBlue's tender offer to determine . 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. Move. William ("Bill"). OF SPIRIT AIRLINES, INC. 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. 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.". ; 51% of the management team is White. The basis for the Board's decision is set forth in the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") filed today with the U.S. Securities and Exchange Commission. Spirit's Board of Directors also issued the following letter to JetBlue. CEO Name. CEO Pay. 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. Move. At Spirit Airlines, we go. Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American, Spirit Airlines is California Dreamin', Announces New San Jos Service, Spirit Airlines Celebrates 20+ Years in Puerto Rico with 5 New, Nonstop Routes from San Juan. The organizational chart of Spirit Airlines displays its 36 main executives including Ted Christie, Scott Haralson and John Bendoraitis . About Spirit Airlines: Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. Cautionary Statement Regarding Forward-Looking Information. "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. MIRAMAR, Fla., June 20, 2022--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. Board of Directors - Spirit Airlines, Inc ESG Board of Directors Expand All Board of Directors Ted Christie III President & Chief Executive Officer and Class III Director Mark B. Dunkerley Class III Director H. McIntyre Gardner Class II Director and Chairman of the Board Robert D. Johnson Class I Director Barclay G. Jones III Class I Director Given this substantial completion risk, we believe JetBlue's economic offer is illusory, and Spirit's board has not found it necessary to consider it. 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. 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. JetBlue Misleads Spirit and JetBlue Stockholders with Inaccurate Statements and Mischaracterizations, Board Unanimously Recommends Stockholders Not Tender Their Shares, Continues to Recommend that Stockholders Vote FOR the Merger with Frontier. 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. 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. Given this substantial completion risk, we believe JetBlue's economic offer is illusory, and Spirit's board has not found it necessary to consider it. 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. 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. Important Additional Information Will be Filed with the SEC. The Miramar-based discount airline (NYSE: SAVE) added two members to its board of directors . | Source: Frontier and Spirit also plan to file other relevant documents with the SEC regarding the proposed transaction. Having received improved proposals from JetBlue ( JBLU) and Frontier, Spirit Airlines Board of Directors unanimously recommends stockholders vote in favor of the merger agreement with Frontier, according to the company's statement on June 24, 2022. 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. Spirit's Board believes JetBlue's proposal falls short of that standard. 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. All forward-looking statements in this communication are based upon information available to Frontier and Spirit on the date of this communication. A kivlasztott belltsok mdostshoz kattintson az Adatvdelmi belltsok kezelse lehetsgre. Ha nem szeretn, hogy mi s partnereink cookie-kat s szemlyes adatokat hasznljunk ezekre a tovbbi clokra, kattintson Az sszes elutastsa lehetsgre. This approach has largely paid off for the operator over the years. 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. 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. External site may not meet accessibility requirements. This allows our Guests to pay only for the options they choose like bags, seat assignments, refreshments and Wi-Fi something we call La Smarte. MIRAMAR, Fla., Aug. 7, 2013 (GLOBE NEWSWIRE) -- Spirit Airlines, Inc. (Nasdaq:SAVE) today announced that its Board of Directors has elected H. McIntyre Gardner as Chairman. The Board of Directors (the "Board") of Spirit Airlines, Inc., a Delaware corporation (the "Company"), has adopted the following Corporate Governance Guidelines (the "Guidelines") to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders. 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. Sie knnen Ihre Einstellungen jederzeit ndern, indem Sie auf unseren Websites und Apps auf den Link Datenschutz-Dashboard klicken. Words such as "expects," "will," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and other similar expressions are intended to identify forward-looking statements. We make it possible for our Guests to venture further and discover more than ever before. 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. Such forward-looking statements are and will be subject to many risks and uncertainties relating to Frontier's and Spirit's operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward looking statements. Before joining FedEx, Ms. Richards was in private law practice. Sign up to receive the latest financial news and events by email. Wenn Sie Ihre Auswahl anpassen mchten, klicken Sie auf Datenschutzeinstellungen verwalten. We further believe that your divestiture proposal is unlikely to resolve DOJ's concerns about a combination of Spirit and JetBlue if the NEA continues in existence. 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 May, Spirit said its board of directors has decided not to consider JetBlue's proposal. 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. 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. 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. 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. Spirit's Board of Directors also issued the following letter to JetBlue. 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. Finally, we are skeptical about your claims regarding the so-called "JetBlue Effect." We make it possible for our Guests to venture further and discover more than ever before. We further believe that your divestiture proposal is unlikely to resolve DOJ's concerns about a combination of Spirit and JetBlue if the NEA continues in existence. In its comprehensive analysis, the Board determined that the JetBlue transaction faces substantial regulatory hurdles, especially while the Northeast Alliance ("NEA") with American Airlines remains in effect, and is, as a result, not reasonably capable of being consummated and is not superior to Spirit's agreed merger transaction with Frontier. 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.
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