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.. 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. At Spirit Airlines, we go. Come save with us at spirit.com. 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. Spirit Airlines announced a shakeup on its board of directors that took effect Monday. 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. 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. 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. Mr. Dunkerley serves on the board of directors of Volotea Airlines, a low-cost carrier operating in Europe. Finally, we are skeptical about your claims regarding the so-called "JetBlue Effect." 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. 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. 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 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. For its 2020 fiscal year, Spirit AeroSystems Holdings, Inc., listed the following CEO pay ratio data on its annual proxy statement to the SEC. IT Department. "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. Mark Dunkerley. Spirit's Board of Directors also issued the following letter to JetBlue. 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. Spirit shareholders do not need to take any action at this time. 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 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. ; 51% of the management team is White. 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. 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. 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. 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. Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. 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. "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. SPIRIT AIRLINES INC : SPIRIT AIRLINES BOARD OF DIRECTORS TO REVIEW UNSOLICITED TENDER OFFER FROM JETBLUE SPIRIT AIRLINES INC - STOCKHOLDERS ADVISED NOT TO TAKE ACTION AT THIS TIME SPIRIT AIRLINES INC - CO'S BOARD WILL CAREFULLY REVIEW JETBLUE'S TENDER OFFER TO DETERMINE COURSE OF ACTION 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. It was the arrival of Ben Baldanza that helped the airline stabilize with this model in the market. Move. Spirit Airlines. 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 . 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. Spirit Airlines, Inc. (stylized as spirit), is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. 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 . 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. 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. Name Total COMPENSATION; Barclay G. Jones, III: Total Cash $217,488: Carlton D. Donaway: Total Cash $222,488: We also proposed a substantial reverse termination fee intended to partially compensate Spirit if the transaction failed to win antitrust clearance. External site may not meet accessibility requirements. In addition, the conversion of Spirit aircraft to JetBlue configuration will result in significantly diminished capacity on former Spirit routes, also resulting in higher prices for consumers. 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.. July 27, 2022. Having watched Spirits rapid development over the years, I am delighted to join the board of this leading value airline and help to build on its record of success, said Mr. Dunkerley. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured. 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. From 2002-2018 he served as President and Chief Executive Officer of Hawaiian Holdings, Inc., the parent company of Hawaiian Airlines. 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. 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 . Matt Klein Senior Vice President & Chief Commercial Officer Matt Klein serves as the Senior Vice President & Chief Commercial Officer of Spirit Airlines. 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. This button displays the currently selected search type. Director. "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. 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. 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 When typing in this field, a list of search results will appear and be automatically updated as you type. Wenn Sie Ihre Auswahl anpassen mchten, klicken Sie auf Datenschutzeinstellungen verwalten. Robert Johnson. Since last summer, our board has been working through a refreshment process to bring on talented new Directors. 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. Ted Christie joined Spirit, the largest Ultra Low Cost Carrier in the United States, Latin America and the Caribbean, in April 2012 as our Senior V ice President and Chief Financial Officer. "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. 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. Total Compensation. This allows every Guest to pay only for the options they choose like bags, seat assignments and refreshments something we call La Smarte. 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. The Company will continue to advance toward completing the transaction with Frontier, which is expected to close in the second half of 2022. Spirit operates scheduled flights throughout the United States, the Caribbean and Latin America. 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 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 Miramar-based discount airline (NYSE: SAVE) added two members to its board of directors . 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. 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.. They operate more than 500 daily flights to 71 destinations in the U.S., Latin America, and the Caribbean. . An "entrenched" board of directors with ties to Frontier Airlines is behind Spirit Airlines' disinterest in a proposed acquisition by JetBlue Airways.. That is according to JetBlue chief . 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 to Review Unsolicited Tender Offer from JetBlue PRNewswire Follow Jun 15, 2022 . 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.". Move. 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. Here are further demographic highlights of the leadership team: The Spirit Airlines executive team is 16% female and 84% male. fred tillman key west,
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