jetBlue Mergers and Acquisitions Presentation Deck slide image

jetBlue Mergers and Acquisitions Presentation Deck

JetBlue has high conviction in obtaining regulatory approval... ... Spirit's focus on Northeast Alliance is a red herring JetBlue NEA is irrelevant for Spirit….. jetBlue Market shares are basically the same... JetBlue has a more significant impact on legacy carrier fares... JetBlue irreplaceable unlike ULCCS... JetBlue has far less overlap with Spirit than Frontier has... JetBlue offers Spirit shareholders strong protections4 JetBlue to divest Spirit's holdings in NYC and BOS JetBlue's NEA - either approved by the courts or blocked does not hinder a JetBlue-Spirit transaction - 1 JetBlue / Spirit combined market share of 8%¹ JetBlue's presence on a nonstop route decreases legacy fares by 16%, or 3x as much as ultra-low-cost carriers JetBlue offers a unique value proposition that is difficult to replicate JetBlue overlaps with Spirit on 54 nonstop routes² and only 31 routes² when excluding the NEA-relevant markets, which JetBlue has offered to divest Frontier Commitment to divest assets up to a Material Adverse Effect on Spirit (including all Spirit NYC and BOS holdings) Frontier / Spirit combined market share of 7%¹ Legacy carriers do not respond to ULCCS in the same manner as JetBlue; their fares remain higher Ultra-low-cost carriers thrive with smaller networks and are expanding rapidly (e.g., Frontier has 230 aircraft on order, Breeze and Avelo expanding rapidly) Frontier overlaps with Spirit on 104 nonstop routes² JetBlue has far less overlap in flights, seats, and ASMs with Spirit than Frontier in the metropolitan areas served by both³ No divestiture commitment, despite similar regulatory profile No reverse break-up fee Could walk away from the merger without any penalty if transaction does not close for antitrust reasons $200mm reverse break-up fee 1 Based on 2021 nonstop US passenger seats (ending December 2021). 2 Based on Q1-Q4 2021 domestic Department of Transportation data. 3 Based on scheduled flights / seats / ASMS for 2021 including international routes. 4 Conditional upon negotiated merger with Spirit. 6
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