jetBlue Mergers and Acquisitions Presentation Deck
Spirit directors negotiated with Frontier for ~8 months without calling
JetBlue - to the clear detriment of Spirit shareholders
Discussions between Spirit and Frontier began in 2016 -
tunnel vision that Spirit/ Frontier combination was their only
destiny
8 months of exclusive discussions
No market check of potential alternative acquirors
Once JetBlue made its proposal, the Spirit Board did not
extract any concessions from Frontier
jetBlue
~19%¹ premium vs. ~86%² X
in other airline transactions
Sale value at level below
financial advisor range³
Only 6% improvement from
initial to final offer4
Limited governance in the
combined company
No regulatory divestiture
commitment or reverse
break-up fee
Spirit was in discussions with Frontier for 8 months, yet never reached out to other potential buyers - an
astounding failure to try to secure a better offer for Spirit shareholders
1 Reflects premium of Frontier's announced offer of $25.83 total consideration to Spirit's undisturbed stock price of $21.73 as of February 4, 2022. 2 Reflects median premium to unaffected price of target in precedent of precedent Low Cost Carrier transactions (WestJet-Onex, Virgin America-Alaska, AirTran-Southwest,
ExpressJet-Skywest, Midwest Air/TPG & Northwest). ³ Based on the "Spirit DCF Range" of $34.00 to $64.00 per Spirit share included in the "Opinion of Barclays Capital Inc", and Spirit Discounted Cash Flow Analysis resulting in $33.00 to $55.50 range of implied equity value per Spirit common stock, included in the
"Opinion of Morgan Stanley & Co. LLC" sections of the Spirit Definitive Proxy Statement filed on May 11, 2022. 4 Estimated based on the events occurred on December 15, 2021, described in "Background of the Merger" section of the Spirit Definitive Proxy Statement filed on May 11, 2022.
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