JetBlue Again Sweetens Merger Offer for Spirit Airlines

 - June 6, 2022, 8:19 AM
JetBlue aircraft line up at Terminal 5 at JFK Airport in New York. (Photo: Flickr: Creative Commons (BY-SA) by mrkathika)

In its latest overture to preempt Frontier Airlines’ merger with Spirit Airlines, JetBlue Airlines has submitted what it called an improved proposal to acquire all the outstanding common stock of Spirit, the New York-based LCC said on Monday. The new offer includes an enhanced reverse breakup fee of $350 million in the event antitrust regulators do not approve the deal; accelerated pre-payment of $1.50 per share, or some $164 million in cash, of that fee; and what JetBlue calls a superior, all-cash premium of $31.50 per share consisting of $30 per share at closing and the prepayment of the $1.50 per share of the reverse breakup fee.  

The new proposal comes four days after Frontier sweetened its own offer for Spirit with a $250 million reverse breakup fee.

JetBlue characterized its first offer for Frontier, tendered on April 5, as a “superior proposal” to the original offer from Frontier. Its cash offer represented a premium of some 50 percent on Spirit’s stock price on April 4 and a higher monetary value than the cash and stock offer from Frontier. Spirit and Frontier on February 7 agreed to merge but didn’t expect the deal to close until the second half of the year.

On May 2 Spirit rejected JetBlue’s acquisition offer, adding that the proposed transaction represents “an unacceptable level of closing risk” to its stockholders. On May 16 JetBlue said it had filed a “Vote No” proxy statement urging Spirit Airlines shareholders to vote against the planned Spirit-Frontier Airlines merger, signaling the launch of a hostile takeover bid.

Despite the apparent premium the JetBlue offer represented, Spirit again said that deal would likely have faced considerable antitrust scrutiny given JetBlue’s ongoing fight with the Department of Justice (DOJ), which filed suit against the company for last year’s Northeast Alliance agreement. According to the DOJ, the series of agreements would result in the consolidation of the two airlines in New York and Boston, eliminating what the department called important competition in those cities and decreasing JetBlue’s incentive to compete with American Airlines elsewhere.

JetBlue subsequently called Spirit’s antitrust rationale “a smokescreen to distract from the fact that its merger with Frontier faces similar regulatory risk yet offers no shareholder protections.”

“Ask yourself a simple question: why won’t the Spirit Board engage with us constructively?” said JetBlue in a letter to Spirit’s shareholders. “The interests of Bill Franke’s Indigo Partners and the long-standing relationships between the two companies is the obvious answer.”

The architect behind the Spirit-Frontier deal, Franke has served as chairman of Frontier’s board of directors since 2013 and as managing partner of private equity fund Indigo since 2002. He previously also served as Spirit’s chairman. According to the media group, most of his $2.4 billion fortune comes from his 40 percent stake in Frontier and nearly $1.4 billion in investments through Indigo.

In his most recent letter to Spirit’s board, JetBlue CEO Robin Hayes pointed to the latest Frontier offer as proof that Spirit’s shareholders would have benefitted from a good-faith negotiation over JetBlue’s initial proposal.

“Clearly, Frontier only agreed to provide a reverse break-up fee and divestiture commitments because it was clear that your stockholders were going to vote down the inferior Frontier transaction,” read the letter. “The addition of a reverse breakup fee one week before your stockholder vote is an acknowledgment that the regulatory profiles and likely timelines of both deals are in fact similar, something that both experts and many Spirit stockholders agree on by now.”