Spirit Mergers and Acquisitions Presentation Deck
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A Disciplined Strategic Process Optimized the Result
for Shareholders
The Board's long-term focus on strategic opportunities led to the most compelling opportunity for shareholders
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The Board regularly reviews the strategic
landscape, and has evaluated multiple
potential alternatives to create
additional shareholder value including:
Potential strategic transactions;
Possible acquisitions and divestitures;
and
Business combinations and mergers
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Consistent Ongoing Focus on
Strategic Opportunities
Over the last 5 years, the Board
engaged in preliminary discussions
with a number of potential strategic
partners
Drilling Down into the
Optimal Alternative
A consensus emerged among directors
that a combination of Spirit and Frontier
had the potential to deliver compelling
value to shareholders
After months of diligence, the Board
concluded that a Frontier merger would
have the scale, breadth, and capabilities
to compete more effectively and would
create opportunities for future growth
With a significantly expanded network,
a combination of Spirit and Frontier
could create more value for
shareholders than all other
alternatives, including Spirit remaining
standalone
Terms
After determining the best strategic path
forward, the Board improved deal terms
for Spirit shareholders, including:
In excess of 50% of economic value
per share - 48.5% pro forma
ownership plus $2.13 of cash/share
Obtaining a fiduciary out which would
allow the Board to change its
recommendation if a superior offer
emerged, and reducing the breakup
fee by 50 basis points
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Negotiating Compelling
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The Spirit Board delivered the best
possible opportunity, on compelling
terms, for Spirit shareholders
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