Amendments Sweeten Deal

Spirit Airlines has announced the signing of a second amendment to its previously announced merger agreement with Frontier Group Holdings, Inc., parent company of Frontier Airlines. The deal would see America’s two largest discount carriers come together to create the nation’s fifth-largest airline.

Spirit’s Board of Directors, after careful review and consideration, concluded that the merger with Frontier is of greater financial and strategic benefit to Spirit stockholders than a rival offer tendered by Jet Blue Airlines.

Spirit President and CEO Ted Christie said of the amendment, "We are thrilled to announce the terms of Spirit’s amended agreement with Frontier, which includes nearly double the per-share cash consideration of our prior agreement with Frontier while still allowing stockholders to benefit from the economic upside of airline industry recovery. As this recovery progresses and demand returns, the price of the combined airline’s stock is expected to exceed the per-share price of JetBlue’s fixed, all-cash offer. We urge stockholders to vote FOR the merger agreement with Frontier … ”

The Spirit Board of Directors thoroughly vetted the competing proposals from JetBlue and Frontier. Both candidate airlines had access to the same due diligence information, on the same terms. Spirit’s process included extensive discussions with Frontier and JetBlue regarding financial terms, regulatory risks, and integration processes. Spirit ultimately received revised proposals from both parties this week.

Following the conclusion of the vetting process, the Spirit Board determined that the revised offer the airline received from JetBlue on 20 June 2022 is not a superior proposal and continues to recommend Spirit stockholders adopt the merger agreement with Frontier.

FMI: https://www.spirit.com  https://www.flyfrontier.com