Spirit Mergers and Acquisitions Presentation Deck
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✓ Transaction with Frontier is expected to deliver significant benefits and value creation for Spirit shareholders
Combines two highly complementary businesses to create the lowest cost U.S. airline
Annual run-rate operating synergies of $500MM
Stock consideration allows Spirit shareholders to participate in upside from a full pandemic recovery and growth from 350 new aircraft
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Frontier Transaction Is a Winning Combination for
Spirit Shareholders
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Definitive agreement to combine with Frontier Group Holdings, creating America's most competitive ultra-low fare airline
Spirit equity holders to receive 1.9126 shares of Frontier plus $2.13 in cash for each Spirit share they own
Spirit equity holders will own ~48.5% upon closing
Transaction terms implied a 26% upfront premium based on 30-trading day VWAPs of Frontier and Spirit as of February 4th, 2022
12 Member Board (including CEO), 7 named by Frontier and 5 named by Spirit
Transaction followed ongoing review of Spirit's strategic plan by Spirit Board and its senior management
Spirit's Board and management regularly reviewed and assessed Spirit's strategic alternatives with a goal of maximizing shareholder value
Included discussions with other third parties from time to time regarding potential strategic transactions
Frontier + Spirit =
A Winning Formula
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