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.". From 2002-2018 he served as President and Chief Executive Officer of Hawaiian Holdings, Inc., the parent company of Hawaiian Airlines. 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. 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.". 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. Indeed, that response makes clear that JetBlue is unwilling to terminate the NEA or to agree to any other remedies that might materially decrease the expected benefits to JetBlue from the NEA to obtain clearance for an acquisition of Spirit. Stockholders Advised Not to Take Action at This Time. MIRAMAR, Fla., May 16, 2022 . Spirit Airlines Investor inquiries: DeAnne Gabel (954) 447-7920 investorrelations@spirit.com or Okapi Partners LLC Bruce Goldfarb/Jason Alexander (212) 297-0720 info@okapipartners.com Media. Director. Robin HayesChief Executive OfficerJetBlue Airways Corporation27-01 Queens Plaza NorthLong Island City, NY 11101. 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. H. McIntyre Gardner Chairman of the Board, Edward M. Christie, IIIChief Executive Officer. The Registration Statement is not complete and will be further amended. A szemlyes adatok felhasznlsnak mdjrl az adatvdelmi irnyelvekben s a cookie-szablyzatban olvashat tovbbi informcit. Dow Jones, a News Corp. 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. Customer Service: 855-728-3555. 0. 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.. CEO Name. Board Unanimously Determined JetBlue Proposal Does Not Constitute a 'Superior Proposal', Company Intends to Continue Advancing Toward Completion of Transaction with Frontier Airlines. Of this total $91,000 was received as fees earned or paid in cash, $0 was received as non-stock incentive plan compensation, $0 was received as change in pension value and nonqualified deferred compensation earnings, $0 was . Spirit Airlines Board of Directors Reiterates Support for Merger with Frontier Airlines News provided by Spirit Airlines, Inc. May 02, 2022, 07:42 ET Board Unanimously Determined JetBlue. Prior to that position, Ms. Richards had responsibility in diverse areas including strategic transactions, fleet and supply chain, customer support and government and regulatory matters. 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. 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. About Spirit AirlinesSpirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. McIntyre Gardner. 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. Spirit Airlines. View detailed SAVE description & address. Christine Richards. Since last summer, our board has been working through a refreshment process to bring on talented new Directors. Chairman of the Board. The Board has been advised by outside legal counsel and financial advisors and conducted a thorough process in evaluating JetBlue's original proposal. https://www.justice.gov/opa/pr/justice-department-sues-block-unprecedented-domestic-alliance-between-american-airlines-and Fort Lauderdale, Florida, United States. The Registration Statement is not complete and will be further amended. As you know, a "Superior Proposal" under the Frontier agreement must, among other requirements, be "reasonably capable of being consummated." 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. I look forward to partnering with the rest of the board and with the Spirit management team as the company continues to grow and evolve.. 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. "Based on our own research and the advice of antitrust and economic experts, our view is that the proposed combination of JetBlue and Spirit lacks any realistic likelihood of obtaining regulatory approval, while our company faces a long and bleak limbo period as we await resolution. 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. $44,755. Important Additional Information Will be Filed with the SEC. Spirit Airlines ' board on Thursday urged its shareholders to reject JetBlue Airways ' hostile takeover attempt, citing regulatory hurdles and accusing the airline of trying to derail its. https://www.prnewswire.com/news-releases/spirit-airlines-board-of-directors-urges-stockholders-to-reject-jetblue-tender-offer-301550872.html. Spirit Airlines has announced that its Board of Directors, after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer. Sie knnen Ihre Einstellungen jederzeit ndern, indem Sie auf unseren Websites und Apps auf den Link Datenschutz-Dashboard klicken. On 28-Jul-2022, JetBlue Airways and Spirit Airlines' board of directors approved a definitive merger agreement. Ha nem szeretn, hogy mi s partnereink cookie-kat s szemlyes adatokat hasznljunk ezekre a tovbbi clokra, kattintson Az sszes elutastsa lehetsgre. 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. We go for you. We have reviewed JetBlue's updated proposal dated April 29, 2022, with Spirit's Board of Directors and its legal and financial advisors. When expanded it provides a list of search options that will switch the search inputs to . 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. All forward-looking statements in this communication are based upon information available to Frontier and Spirit on the date of this communication. 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 believes JetBlue's proposal falls short of that standard. We have reviewed JetBlue's updated proposal dated April 29, 2022, with Spirit's Board of Directors and its legal and financial advisors. Spirit's Board believes JetBlue's proposal falls short of that standard. Move. 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. 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. 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 . Frontier and Spirit also plan to file other relevant documents with the SEC regarding the proposed transaction. Robert Johnson. 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 struggle to understand how JetBlue can believe DOJ, or a court, will be persuaded that JetBlue should be allowed to form an anticompetitive alliance that aligns its interests with a legacy carrier and then undertake an acquisition that will eliminate the largest ULCC carrier. 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. 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. They operate more than 500 daily flights to 71 destinations in the U.S., Latin America, and the Caribbean. 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. 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 independent. MIRAMAR, Fla., May 16, 2022. Come save with us at spirit.com. We make it possible for our Guests to venture further and discover more than ever before. Frontier and Spirit also plan to file other relevant documents with the SEC regarding the proposed transaction. This allows our Guests to pay only for the options they choose like bags, seat assignments and refreshments something we call La Smarte. $1,537,618. DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER, SPIRIT AEROSYSTEMS HOLDINGS, INC. Ronald T. Kadish EVP, BOOZ ALLEN HAMILTON, LT. GENERAL (RETIRED) USAF John L. Plueger CHIEF EXECUTIVE OFFICER, PRESIDENT, AND MEMBER OF THE BOARD OF DIRECTORS OF AIR LEASE CORP. James R. Ray 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. Come save with us at spirit.com. 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 Wenn Sie Ihre Auswahl anpassen mchten, klicken Sie auf Datenschutzeinstellungen verwalten. 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. 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. S SoftBank Group 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.. Encouraging Spirit shareholders to drop Frontier's offer, JetBlue also offered a 'ticking fee', a mechanism that, according to the airline, would give Spirit shareholders a monthly prepayment of $0.10 per share between January 2023 and the closing of the deal."[A ticking fee mechanism] represents an estimated aggregate ticking fee of up to $1.80 per share, of which the first $1.15 per . 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 . JetBlue Airways Corporation 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. Weitere Informationen ber die Verwendung Ihrer personenbezogenen Daten finden Sie in unserer Datenschutzerklrung und unserer Cookie-Richtlinie. Board of Directors in Spirit Airlines, Inc. For its 2021 fiscal year, Spirit Airlines, Inc., listed the following board members on its annual proxy statement to the SEC. 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. The Spirit Airlines management team includes Mac Gardner (Chairman of Board of Directors), Ted Christie (President, Chief Executive Officer and Director), and Scott Haralson (SVP and CFO) . Here are further demographic highlights of the leadership team: The Spirit Airlines executive team is 16% female and 84% male. We also proposed a substantial reverse termination fee intended to partially compensate Spirit if the transaction failed to win antitrust clearance. MIRAMAR, Fla., Sept. 24, 2019 (GLOBE NEWSWIRE) -- Spirit Airlines (NYSE: SAVE) announced today that its Board of Directors had appointed Christine P. Richards and Mark B. Dunkerley as its. 27-01 Queens Plaza North 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. The organizational chart of Spirit Airlines displays its 36 main executives including Ted Christie, Scott Haralson and John Bendoraitis . A kivlasztott belltsok mdostshoz kattintson az Adatvdelmi belltsok kezelse lehetsgre. 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. 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. 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. CEO Pay Ratio. Beechcraft (as Chairman) and Spirit Airlines. Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. 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. 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. Director. Consistent with its fiduciary duties, the Spirit Board of Directors will work with its financial and legal advisors to . Current Mandates: Member of the Board of Directors of Airbus SE Member of the Board of Directors of Spirit Airlines Inc. This approach has largely paid off for the operator over the years. 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. 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. Spirit Airlines Board of Directors Reiterates Support for Merger with Frontier Airlines. 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. Consistent with its fiduciary duties, the Spirit Board of Directors will work with its financial and legal advisors to . "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. Spirit Airlines has 2 board of directors, including Mac Gardner. A native of . She serves on several non-profit boards including the Tennessee State Collaborative on Reforming Education and the Board of Visitors of the Fuqua School of Business at Duke University. Spirit's Board of Directors also issued the following letter to JetBlue. Accordingly, the Spirit Board unanimously recommends that Spirit stockholders not tender any of their shares into the Offer and continues to recommend that stockholders vote FOR the merger agreement with Frontier. 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 . 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. Additional Information About the JetBlue Tender OfferSpirit has filed a solicitation/recommendation statement with respect to the tender offer with the Securities and Exchange Commission ("SEC"). 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. This button displays the currently selected search type. Copyright 2020 "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. SMS Text: 48763. I leave with the company in strong and capable hands, and I send my special congratulations and best wishes to the Spirit Team Members that do such a great job every day for each other and for our Guests.. Chairman of the Board, Edward M. Christie, III 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. PR Newswire. 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.