jetBlue Mergers and Acquisitions Presentation Deck
JetBlue's proposal is clearly superior to Frontier's in all respects
Spirit Board's unwillingness to engage has resulted in a lower offer for Spirit shareholders
Price
Consideration
Value
Certainty
Divestiture
Commitment4
jetBlue
Reverse
Break-Up Fee4
JetBlue
Frontier
JetBlue's proposal offers superior financial value and more certainty due to our regulatory commitments
$30.00 per share offer ($33.00 per share in
consensual transaction): now a higher premium to
Frontier's offer value, given market decline
$3.3bn¹ Equity Value
All Cash - fully financed with commitments from
Goldman Sachs and Bank of America
All cash proposal provides greater
value certainty
Commitment to divest Spirit's NYC and BOS holdings
and additional JetBlue and Spirit assets up to a Material
Adverse Effect on Spirit
+ 60%
No obligation to make divestitures that adversely impact
the Northeast Alliance
$200mm (~$1.83/ share; -8% of Spirit's share price
prior to Frontier announcement and ~45% of Frontier's
original premium)
$18.81
$2.0bn Equity Value
consideration² per Spirit shar
Mostly Stock
Uncertain given market risk and flawed forecasting
processes
Transaction value has declined by ~$7 per share /
~$770mm since announcement³
None
None
By not giving us access to diligence and rejecting our proposal, Spirit's Board has deprived its shareholders of the most compelling
value creation opportunity. However, it's not too late. If Spirit's Board allows minimal diligence, JetBlue is willing to negotiate a
consensual deal on the basis of $33 / share
¹ Assumes fully diluted shares outstanding of approximately 109.5 million per public filings. 2 Represents the implied value of Frontier transaction as of May 13, 2022, based on Frontier's $8.72 closing share price as of May 13, 2022 and the terms of the Frontier Agreement.
3 Represents decline from Frontier's $12.39 closing share price as of February 4, 2022 to $8.72 closing share price as of May 13, 2022. 4 Conditional upon negotiated merger with Spirit.
4View entire presentation