Item 8.01 Other Events.
On January 13, 2023, JetBlue Airways Corporation ("JetBlue") issued a press
release announcing, in connection with the Agreement and Plan of Merger, dated
as of July 28, 2022, by and among JetBlue, Sundown Acquisition Corp., and Spirit
Airlines, Inc. ("Spirit"), the record and payment dates for the January 2023
additional prepayment to stockholders of Spirit of $0.10 per share of Spirit
common stock (the "January 2023 Additional Prepayment"). JetBlue has set January
25, 2023, as the record date for the January 2023 Additional Prepayment, with
the payment of the January 2023 Additional Prepayment to occur on January 31,
2023. The full text of the press release issued in connection with the
announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Forward Looking Statements
Statements in this Current Report on Form 8-K contain various forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the Securities Exchange Act
of 1934, as amended, or the Exchange Act, which represent our management's
beliefs and assumptions concerning future events. These statements are intended
to qualify for the "safe harbor" from liability established by the Private
Securities Litigation Reform Act of 1995. When used in this Current Report on
Form 8-K, the words "expects," "plans," "intends," "anticipates," "indicates,"
"remains," "believes," "estimates," "forecast," "guidance," "outlook," "may,"
"will," "should," "seeks," "goals," "targets" and similar expressions are
intended to identify forward-looking statements. 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. Forward-looking statements involve risks, uncertainties
and assumptions, and are based on information currently available to us. Actual
results may differ materially from those expressed in the forward-looking
statements due to many factors, including, without limitation, those listed in
our U.S. Securities and Exchange Commission ("SEC") filings, matters of which we
may not be aware, the coronavirus pandemic including new and existing variants,
the outbreak of any other disease or similar public health threat that affects
travel demand or behavior; restrictions on our business related to the financing
we accepted under various federal government support programs such as the
Coronavirus Aid, Relief, and Economic Security Act, the Consolidated
Appropriations Act, and the American Rescue Plan Act; our significant fixed
obligations and substantial indebtedness; risk associated with execution of our
strategic operating plans in the near-term and long-term; the recording of a
material impairment loss of tangible or intangible assets; our extremely
competitive industry; volatility in financial and credit markets which could
affect our ability to obtain debt and/or lease financing or to raise funds
through debt or equity issuances; volatility in fuel prices, maintenance costs
and interest rates; our reliance on high daily aircraft utilization; our ability
to implement our growth strategy; our ability to attract and retain qualified
personnel and maintain our culture as we grow; our reliance on a limited number
of suppliers, including for aircraft, aircraft engines and parts and
vulnerability to delays by those suppliers; our dependence on the New York and
Boston metropolitan markets and the effect of increased congestion in these
markets; our reliance on automated systems and technology; the outcome of the
lawsuit filed by the Department of Justice and certain state Attorneys General
against us related to our Northeast Alliance entered into with American
Airlines; our being subject to potential unionization, work stoppages, slowdowns
or increased labor costs; our presence in some international emerging markets
that may experience political or economic instability or may subject us to legal
risk; reputational and business risk from information security breaches or
cyber-attacks; changes in or additional domestic or foreign government
regulation, including new or increased tariffs; changes in our industry due to
other airlines' financial condition; acts of war or terrorism; global economic
conditions or an economic downturn leading to a continuing or accelerated
decrease in demand for air travel; adverse weather conditions or natural
disasters; external geopolitical events and conditions; the occurrence of any
event, change or other circumstances that could give rise to the right of
JetBlue or Spirit or both of them to terminate the Merger Agreement; failure to
obtain applicable regulatory approval in a timely manner or otherwise and the
potential financial consequences thereof; failure to satisfy other closing
conditions to the transaction with Spirit; failure of the parties to consummate
the transaction; JetBlue's ability to finance the transaction with Spirit and
the indebtedness JetBlue expects to incur in connection with the transaction;
the possibility that JetBlue may be unable to achieve expected synergies and
operating efficiencies within the expected timeframes or at all and to
successfully integrate Spirit's operations with those of JetBlue; the
possibility that such integration may be more difficult, time-consuming or
costly than expected or that operating costs and business disruption (including,
without limitation, disruptions in relationships with employees, customers or
suppliers) may be greater than expected in connection with the transaction with
Spirit; failure to realize anticipated benefits of the combined operations;
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 with Spirit; 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 transaction with Spirit; and ongoing and
increases in costs related to IT network security. It is routine for our
internal projections and expectations to change as the year or each quarter in
the year progresses, and therefore it should be clearly understood that the
internal projections, beliefs, and assumptions upon which we base our
expectations may change prior to the end of each quarter or year. Any outlook or
forecasts in this document have been prepared without taking into account or
consideration the transaction with Spirit.
Given the risks and uncertainties surrounding forward-looking statements, you
should not place undue reliance on these statements. Further information
concerning these and other factors is contained in JetBlue's SEC filings,
including but not limited to, JetBlue's 2021 Annual Report on Form 10-K and its
Quarterly Reports on Form 10-Q. In light of these risks and uncertainties, the
forward-looking events discussed in this Current Report on Form 8-K might not
occur. Our forward-looking statements included in this Current Report on Form
8-K speak only as of the date the statements were written or recorded. Other
than as required by law, we undertake no obligation to update or revise
forward-looking statements, whether as a result of new information, future
events, or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release of JetBlue, dated January 13, 2023 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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