When expanded it provides a list of search options that will switch the search inputs to . Words such as "expects," "will," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and other similar expressions are intended to identify forward-looking statements. I leave with the company in strong and capable hands, and I send my special congratulations and best wishes to the Spirit Team Members that do such a great job every day for each other and for our Guests.. We believe the Spirit Board of Directors has failed to act in your best interests by refusing to engage constructively on our clearly superior proposal to acquire Spirit. We believe that is a clear, pro-consumer narrative that will resonate more successfully with DOJ than a combination with JetBlue, which would eliminate the largest ULCC and remove significant low-cost/low-fare capacity. Our Board has unanimously determined that JetBlue's proposal does not constitute a "Superior Proposal" under Spirit's existing merger agreement with Frontier. A native of . We believe that is a clear, pro-consumer narrative that will resonate more successfully with DOJ than a combination with JetBlue, which would eliminate the largest ULCC and remove significant low-cost/low-fare capacity. Beechcraft (as Chairman) and Spirit Airlines. "JetBlue's tender offer has not addressed the core issue of the significant completion risk and insufficient protections for Spirit stockholders," said Mac Gardner, Chairman of the Board of Directors for Spirit Airlines. On that score, in the event of a failure or abandonment of a JetBlue-Spirit combination, even a high reverse termination fee will not fully compensate Spirit stockholders for the likely significant business erosion Spirit will face during what will be a protracted approval process. "Based on our own research and the advice of antitrust and economic experts, our view is that the proposed combination of JetBlue and Spirit lacks any realistic likelihood of obtaining regulatory approval, while our company faces a long and bleak limbo period as we await resolution. . Additional Information About the JetBlue Tender OfferSpirit has filed a solicitation/recommendation statement with respect to the tender offer with the Securities and Exchange Commission ("SEC"). The Miramar-based discount airline (NYSE: SAVE) added two members to its board of directors . In addition, investors and stockholders will be able to obtain free copies of the documents filed with the SEC by Spirit on Spirit's Investor Relations website at https://ir.spirit.com. Of this total $91,000 was received as fees earned or paid in cash, $0 was received as non-stock incentive plan compensation, $0 was received as change in pension value and nonqualified deferred compensation earnings, $0 was . MIRAMAR, Fla., June 20, 2022--(BUSINESS WIRE)--Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE: SAVE), today confirmed receipt of a revised proposal from JetBlue Airways ("JetBlue") (Nasdaq: JBLU) to acquire all of the outstanding shares of Spirit's common stock.. All forward-looking statements in this communication are based upon information available to Frontier and Spirit on the date of this communication. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured. Frontier and Spirit also plan to file other relevant documents with the SEC regarding the proposed transaction. Spirit Airlines is obligated to reimburse USD25 million of Frontier's incurred merger-related costs, as per the terms of the now-terminated Frontier/Spirit merger agreement. Such forward-looking statements are and will be subject to many risks and uncertainties relating to Frontier's and Spirit's operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward looking statements. The transaction you describe in your April 29 response not only fails to meet the required standard under the Frontier merger agreement but, by prioritizing the NEA over the steps we believe would be necessary to have any realistic likelihood of obtaining antitrust clearance, it imposes on our stockholders a degree of risk that no responsible board would accept. During that period, Spirit has also discussed projections with your financial advisers and provided voluminous documentary due diligence material through a secure virtual data room. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Robert L. Fornaro (also known as Bob Fornaro, born 1952 or 1953) was the CEO of Spirit Airlines.He was the chairman, president and chief executive officer of AirTran Holdings Inc. and its subsidiary, AirTran Airways, in Orlando, Florida, until AirTran was acquired by Southwest Airlines in May 2011, when he became a full-time consultant on the acquisition, sitting on the integration board. This allows our Guests to pay only for the options they choose like bags, seat assignments and refreshments something we call La Smarte. In addition, investors and stockholders will be able to obtain free copies of the information statement and the proxy statement and other documents filed with the SEC by Frontier and Spirit on Frontier's Investor Relations website at https://ir.flyfrontier.com and on Spirit's Investor Relations website at https://ir.spirit.com. Having watched Spirits rapid development over the years, I am delighted to join the board of this leading value airline and help to build on its record of success, said Mr. Dunkerley. Ha nem szeretn, hogy mi s partnereink cookie-kat s szemlyes adatokat hasznljunk ezekre a tovbbi clokra, kattintson Az sszes elutastsa lehetsgre. Chief Executive Officer Mr Dunkerley currently serves as Non-Executive Director of Spirit Airlines Inc., a NASDAQ listed US airline and of Volotea Airlines, a privately-owned low-cost airline operating in Europe. Our conclusion is based on careful analysis of the competitive implications of a combination of JetBlue, which analysis has been informed by extensive discussions between our respective antitrust advisors and economic consultants over the past four weeks. Having received improved proposals from JetBlue ( JBLU) and Frontier, Spirit Airlines Board of Directors unanimously recommends stockholders vote in favor of the merger agreement with Frontier, according to the company's statement on June 24, 2022. 27-01 Queens Plaza North Spirit Airlines in Boydton, VA Expand search. Name Total COMPENSATION; Barclay G. Jones, III: Total Cash $217,488: Carlton D. Donaway: Total Cash $222,488: in Air Transport Management from Cranfield University in the UK. CEO Pay Ratio. "1 As you know, Spirit and many other airline and air travel constituencies have publicly opposed the NEA on grounds that it is anticompetitive. | Source: With her strong background in aviation, corporate governance, customer support, government relations and business transactions, Chris will add an experienced voice in helping Spirit continue its trajectory as Americas largest and highest-quality value carrier., We are also excited to bring on an aviation leader of Marks caliber, Gardner continued. Under the terms of the merger agreement, Spirit equity holders would receive 1.9126 shares of Frontier plus $2.13 in cash for each existing Spirit share they own. $1,537,618. View original content to download multimedia:https://www.prnewswire.com/news-releases/spirit-airlines-board-of-directors-reiterates-support-for-merger-with-frontier-airlines-301537140.html, Investor Relations Contact DeAnne Gabel(954) 447-7920investorrelations@spirit.com. Frontier and Spirit undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, except as required by applicable law. All forward-looking statements in this communication are based upon information available to Frontier and Spirit on the date of this communication. Additional information about the significant strategic and financial benefits of the merger with Frontier and voting instructions are at http://ir.spirit.com and in the proxy statement/prospectus mailed to Spirit stockholders on May 11, 2022. The facts are: Spirit Airlines' independent Board is acting in the best interests of all Spirit stockholders and engaged constructively with JetBlue, Spirit believes JetBlue's proposals and offer are a cynical attempt to disrupt Spirit's merger with Frontier, which JetBlue views as a competitive threat, JetBlue's focus on Spirit appears to be an attempt to distract from the fact that JetBlue's own business is in disarray, JetBlue's claims about the so-called 'JetBlue Effect' arebased on economic modeling that Spirit believes has significant defects and overstates the impact of JetBlue on legacy carriers, when in reality, it is Spirit that continues to be a check on other airlines' fares including JetBlue's, JetBlue's illusory Offer would deprive Spirit stockholders of the long-term benefits and deprive consumers of savings expected to result from the Frontier merger, Spirit stockholders would not have the opportunity to participate in the upside from airline industry recovery and benefits from the Frontier transaction, The Spirit and Frontier merger will create America's most competitive ultra-low fare airline. Move. Spirit Airlines announced its Board of Directors has unanimously determined the unsolicited tender offer from JetBlue is not in the best interest of the carrier and its stockholders.. "Spirit continues to believe in the strategic rationale of the proposed merger with Frontier and is confident that it represents the best opportunity to maximize long-term shareholder value," said Mac Gardner, Chairman of Board of Directors for Spirit Airlines. Our Fit Fleet is one of the youngest and most fuel-efficient in the U.S. We serve destinations throughout the U.S., Latin America and the Caribbean and are dedicated to giving back and improving those communities. Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit, and Debevoise & Plimpton LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors.. External site may not meet accessibility requirements. Spirit Airlines has 2 board of directors, including Mac Gardner. In addition, John R. ("JR") Wilson, also of Indigo Partners, resigned from the Board today. When typing in this field, a list of search results will appear and be automatically updated as you type. Ted Christie, Spirit's chief executive, said in a statement that ISS seemed "overfocused" on the breakup fee and failed to recognize the "elevated business disruption" Spirit could face from a. Director. We are the leader in providing customizable travel options starting with an unbundled fare. SMS Text: 48763. Frontier has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 in connection with the proposed transaction (which Registration Statement has not yet been declared effective), that included a preliminary Information Statement/Prospectus of Frontier and a preliminary Proxy Statement of Spirit. Such forward-looking statements are and will be subject to many risks and uncertainties relating to Frontier's and Spirit's operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward looking statements. Words such as "expects," "will," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and other similar expressions are intended to identify forward-looking statements. JetBlue Misleads Spirit and JetBlue Stockholders with Inaccurate Statements and Mischaracterizations, Board Unanimously Recommends Stockholders Not Tender Their Shares, Continues to Recommend that Stockholders Vote FOR the Merger with Frontier. This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. "Spirit continues to believe in the strategic rationale of the proposed merger with Frontier and is confident that it represents the best opportunity to maximize long-term shareholder value," said Mac Gardner, Chairman of Board of Directors for Spirit Airlines. Amikor a webhelyeinket s alkalmazsainkat hasznlja, a webhelyek s alkalmazsok szolgltatsa, a felhasznlk hitelestse, biztonsgi funkcik mkdtetse, a levlszemt s a visszalsek megelzse, valamint, a webhelyek s alkalmazsok hasznlatnak mrse, szemlyre szabott hirdetsek s tartalom megjelentse rdekldsi profilok alapjn, a szemlyre szabott hirdetsek s tartalom hatkonysgnak mrse, valamint, a termkeink s szolgltatsaink tovbbfejlesztse. This allows our Guests to pay only for the options they choose like bags, seat assignments and refreshments something we call La Smarte. This allows every Guest to pay only for the options they choose like bags, seat assignments and refreshments something we call La Smarte. John Kirby Vice President, Network Planning John Kirby serves as the Vice President, Network Planning of Spirit Airlines. Robert Johnson. Move. Spirit officials consulted outside financial and legal advisors, who revealed the JetBlue proposal would face substantial regulatory hurdles, just as the carrier's Northeast Alliance deal with American Airlines . Commenting on Mr. Fornaros decision to step down from the Board, Mr. Gardner said, Spirit owes a great debt of gratitude to Bob for his vision and leadership over the past five years both as a valued colleague on the Board and as our companys CEO from 2016 through 2018., Mr. Fornaro stated, My years working with the Spirit board and management team have been among the most rewarding of my career. (The mass of one gigaton is equivalent to about 10,000 fully loaded aircraft carriers, according to NASA.) He is a member of both the Board of Directors and Trustees of Arizona State University Foundation; a member of Conquistadores Del Cielo, the Greater Phoenix Economic Council, a board member of the Drug Free Arizona Organization and the Valley of the Sun United Way Foundation. JetBlue Airways Corporation . Actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; failure to obtain applicable regulatory or Spirit stockholder approval in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure of the parties to consummate the transaction; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; demand for the combined company's services; the growth, change and competitive landscape of the markets in which the combined company participates; expected seasonality trends; diversion of managements' attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; risks related to investor and rating agency perceptions of each of the parties and their respective business, operations, financial condition and the industry in which they operate; risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; that Frontier's cash and cash equivalents balances, together with the availability under certain credit facilities made available to Frontier and certain of its subsidiaries under its existing credit agreements, will be sufficient to fund Frontier's operations including capital expenditures over the next 12 months; Frontier's expectation that based on the information presently known to management, the potential liability related to Frontier's current litigation will not have a material adverse effect on its financial condition, cash flows or results of operations; that the COVID-19 pandemic will continue to impact the businesses of the companies; ongoing and increase in costs related to IT network security; and other risks and uncertainties set forth from time to time under the sections captioned "Risk Factors" in Frontier's and Spirit's reports and other documents filed with the SEC from time to time, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. After receiving the summary output of your economic model from your advisers, Spirit's economic consultants identified reasons to doubt that such an effect would significantly exceed any similar "ULCC effect.". We believe a combination of JetBlue and Spirit has a low probability of receiving antitrust clearance so long as JetBlue's Northeast Alliance (NEA) with American Airlines remains in existence. The agreement is valued at approximately USD3.8 billion . The U.S. Department of Justice (DOJ), along with Attorneys General in six states and the District of Columbia, have sued to block the NEA, alleging that the alliance "will not only eliminate important competition in [Boston and New York City], but will also harm air travelers across the country by significantly diminishing JetBlue's incentive to compete with American elsewhere, further consolidating an already highly concentrated industry. Moreover, in evaluating a JetBlue-Spirit combination, Spirit believes DOJand a courtwill be very concerned that a higher-cost/higher fare airline would be eliminating a lower-cost/lower fare airline in a combination that would remove about half of the ULCC capacity in the United States. We also proposed a substantial reverse termination fee intended to partially compensate Spirit if the transaction failed to win antitrust clearance. The transaction is subject to customary closing conditions, including completion of the ongoing regulatory review process and approval by Spirit stockholders. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Prior to that, Mr. Dunkerley was President and Chief Operating Officer of Worldwide Flight Services, a leading multinational ground handling business and held various senior positions over 10 years at British Airways PLC. From 2002-2018 he served as President and Chief Executive Officer of Hawaiian Holdings, Inc., the parent company of Hawaiian Airlines. $44,755. An "entrenched" board of directors with ties to Frontier Airlines is behind Spirit Airlines' disinterest in a proposed acquisition by JetBlue Airways.. That is according to JetBlue chief . Scott Haralson serves as the Chief Financial Officer of Spirit Airlines. She serves on several non-profit boards including the Tennessee State Collaborative on Reforming Education and the Board of Visitors of the Fuqua School of Business at Duke University. Spirit's Board of Directors also issued the following letter to JetBlue. "After a thorough review and extensive dialogue with JetBlue, the Board determined that the JetBlue proposal involves an unacceptable level of closing risk that would be assumed by Spirit stockholders. Chief Executive Officer. A szemlyes adatok felhasznlsnak mdjrl az adatvdelmi irnyelvekben s a cookie-szablyzatban olvashat tovbbi informcit. Such forward-looking statements are and will be subject to many risks and uncertainties relating to Frontier's and Spirit's operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward looking statements. September 24, 2019 16:49 ET Information regarding Spirit's directors and executive officers is contained in Spirit's definitive proxy statement, which was filed with the SEC on March 30, 2022. Frontier and Spirit undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, except as required by applicable law. Before joining FedEx, Ms. Richards was in private law practice. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured. About Spirit AirlinesSpirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. About Spirit Airlines: Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. . MIRAMAR, Fla., May 2, 2022 /PRNewswire/ --Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE:SAVE) today announced that its Board of Directors (the "Board"), in consultation with outside financial and legal advisors, has unanimously determined that the unsolicited proposal received from JetBlue Airways ("JetBlue") (NASDAQ: JBLU) does not constitute a 'Superior Proposal' as defined in Spirit's merger agreement with Frontier Group Holdings, Inc. ("Frontier") (NASDAQ: ULCC), parent company of Frontier Airlines, Inc., because it has determined that the proposed transaction is not reasonably capable of being consummated. The Company will continue to advance toward completing the transaction with Frontier, which is expected to close in the second half of 2022. To reduce that risk and achieve a more appropriate balance of the risk between our companies, in our April 25 response Spirit proposed a strong covenant requiring JetBlue to take any action required to obtain regulatory clearance, which specifically included abandoning the NEA at closing. In its comprehensive analysis, the Board determined that the JetBlue transaction faces substantial regulatory hurdles, especially while the Northeast Alliance ("NEA") with American Airlines remains in effect, and is, as a result, not reasonably capable of being consummated and is not superior to Spirit's agreed merger transaction with Frontier. Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit, and Debevoise & Plimpton LLP and Paul, Weiss,. Phone Contacts. Spirit operates scheduled flights throughout the United States, the Caribbean and Latin America. As you know, a "Superior Proposal" under the Frontier agreement must, among other requirements, be "reasonably capable of being consummated." The Board of Directors (the "Board") of Spirit Airlines, Inc., a Delaware corporation (the "Company"), has adopted the following Corporate Governance Guidelines (the "Guidelines") to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT/ INFORMATION STATEMENT/ PROSPECTUS/ PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED BY FRONTIER OR SPIRIT WITH THE SEC IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FRONTIER, SPIRIT, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.