JetBlue Airways Corporation (NasdaqGS:JBLU) proposed to acquire Spirit Airlines, Inc. (NYSE:SAVE) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), TIG Advisors, LLC, Fidelity Management & Research Company LLC and others for $3.3 billion on May 16, 2022. JetBlue Airways Corporation entered into an agreement to acquire Spirit Airlines, Inc. from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), TIG Advisors, LLC and others on July 28, 2022. As per the terms of the transaction, JetBlue shall acquire all of the outstanding shares of Spirit Airlines at $30 per share. JetBlue is fully prepared to negotiate in good faith a consensual transaction at $33, subject to receiving necessary diligence. JetBlue Airways Corporation announced revised proposal to acquire Spirit Airlines for $3.7 billion on June 20, 2022. As of June 20, 2022, JetBlue submits decisively superior proposal with increased offer of $33.50 per share in cash, additional regulatory commitments and accelerated prepayment of $1.5 per share. JetBlue would prepay $1.5 per share in cash to Spirit stockholders promptly following the Spirit stockholder vote approving the combination between Spirit and JetBlue. As a result, Spirit stockholders would receive total aggregate consideration of $33.5 per share in cash, comprised of $32 per share in cash at the closing of the transaction and the prepayment of $1.5 per share in cash. As part of the acquisition, JetBlue?s proposal continues to include a proactive offer to the U.S. Department of Justice of a remedy package that contemplates the divestiture of all Spirit assets located in New York and Boston so, as a result of the transaction, JetBlue will not increase its presence in the airports covered by the Northeast Alliance, as well as gates and related assets at Fort Lauderdale.

The transaction is financed with cash on hand and proceeds from future financing transactions, including term loans and/or offerings in the debt capital markets. In addition, we have agreed to the terms of a commitment letter that has been executed by Goldman Sachs Bank USA and Bank of America, N.A. for a senior secured bridge facility in an aggregate principal amount of up to $3.5 billion. In connection with the Offer, on May 23, 2022, JetBlue countersigned a commitment letter (the ?Commitment Letter?) for a senior secured bridge facility in an aggregate principal amount of up to $3,500.0 million, which had been executed and delivered on May 16, 2022, by Goldman Sachs Bank USA, Bank of America, N.A. and BofA Securities, Inc. In connection with the Offer, on May 23, 2022, JetBlue countersigned a commitment letter for a senior secured bridge facility in an aggregate principal amount of up to $3.5 billion. JetBlue shall pay a termination fee of $200 million to Spirit Airlines. Spirit Airlines will pay a termination fee of $94.2 million. On June 6, 2022, JetBlue announced that it has submitted an improved proposal to the Board of Directors of Spirit. Under the revised proposal, JetBlue would provide a $350 million ($3.20 per Spirit share) reverse break-up fee, payable to Spirit in the unlikely event the transaction is not consummated for antitrust reasons. This represents an increase of $150 million, or $1.37 per Spirit share, to the reverse break-up fee JetBlue has previously offered to pay and is $100 million greater than the amount being offer by Frontier. JetBlue would prepay $1.50 per share in cash (approximately $164 million) of the reverse break-up fee, structured as a cash dividend to Spirit stockholders promptly following the Spirit stockholder vote approving the combination between Spirit and JetBlue. As of June 27, 2022, JetBlue revised it proposal to $34.15 per share including an increased accelerated prepayment to $2.50 per share, structured as a cash dividend to Spirit shareholders. JetBlue also enhanced reverse break-up fee of $400 million payable to Spirit in the unlikely event the transaction is not consummated for antitrust reasons.

The transaction is subject to the approval by the shareholders of Spirit Airlines, Frontier merger agreement having been validly terminated, JetBlue and Spirit having entered into a definitive merger agreement, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or been earlier terminated and approvals from the U.S. Federal Communications Commission, U.S. Federal Aviation Administration and the U.S. Department of Transportation. JetBlue strongly believes it can secure antitrust approval for the transaction. As of May 19, 2022, the Spirit Board unanimously recommends that Spirit shareholders not tender any shares. JetBlue Airways Corporation cancelled the acquisition of Spirit Airlines, Inc. from The Vanguard Group, Inc., BlackRock, Inc. and others on May 23, 2022. The Board of Directors of Spirit Airlines rejected the offer. Major Spirit shareholder TIG Advisors publicly declared that it will vote AGAINST the Frontier merger at the Spirit special meeting, and sent a letter to the Spirit Board in which it said, 'We believe JetBlue's acquisition proposal is the far superior outcome for Spirit and its shareholders, given its all-cash bid eliminates execution risk and maximizes certainty of value.' Frontier proposal was deemed superior. Special Meeting of Stockholders of Spirit Airlines, Inc. will be held on June 30, 2022. The transaction has been unanimously approved by the board of directors of Spirit Airlines and JetBlue. Institutional Shareholder Services and Glass, Lewis & Co. have recommended that Spirit stockholders vote FOR the merger agreement with JetBlue Airways Corporation. On September 12, 2022, Spirit and JetBlue each received a request for additional information and documentary material (?Second Request?) from the Antitrust Division of the Department of Justice pursuant to the HSR Act. As of October 19, 2022, Spirit Airlines stockholders approved the merger agreement. On December 12, 2022, Spirit and JetBlue certified substantial compliance with the Second Request. As of March 7, 2023, Spirit and JetBlue responded to the filing of a complaint by the U.S. Department of Justice (the ?DOJ?) seeking to block the companies? merger. As of March 31, 2023, the Attorneys General of California, Maryland, New Jersey, and North Carolina joined a civil antitrust lawsuit filed by the Justice Department's Antitrust Division, the Commonwealth of Massachusetts, the State of New York, and the District of Columbia to block JetBlue's proposed acquisition. As on June 29, 2023, JetBlue Airways Corporation delivered notice to American Airlines, Inc. terminating the Northeast Alliance Agreement. JetBlue stated terminating the NEA renders the U.S. Department of Justice?s (DOJ) concerns about partnership with Spirit Airlines. With that, the DOJ should reconsider and support the merger. As of June 30, 2022, JetBlue has extended the expiration date of the tender offer from June 30, 2022 to July 29, 2022. As of July 28, 2022, the transaction is expected to close no later than first half of 2024.

Goldman Sachs & Co. LLC acted as financial advisor, Daniel Litowitz and Derrick Lott of Shearman & Sterling LLP acted as legal advisors, Computershare Trust Company, National Association acted as depository bank and Innisfree M&A Inc. acted as information agent to JetBlue. Goldman Sachs Bank USA and Bank of America, N.A. are providing committed debt financing for the tender offer. Barclays Bank PLC and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit, and Gregory V. Gooding, Emily Huang, Paul Brusiloff, Brian Liu, Lawrence Cagney, Simone Hicks, Michael Bolotin, Peter Furci, Eric Juergens, Matthew Kaplan and William D. Regner of Debevoise & Plimpton LLP and Andrew C. Finch of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors. Eric Leicht, Daniel Nam, Michael W. Smith and Elena Millerman of White & Case LLP acted as legal advisors to JetBlue.

JetBlue Airways Corporation (NasdaqGS:JBLU) cancelled the acquisition of Spirit Airlines, Inc. (NYSE:SAVE) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), TIG Advisors, LLC, Fidelity Management & Research Company LLC and others on March 1, 2024. Under the agreement, JetBlue will pay Spirit $69 million and the termination resolves all outstanding matters related to the transaction and under which any claims between them will be mutually released.