JetBlue Airways Corporation (NasdaqGS:JBLU) proposed to acquire Spirit Airlines, Inc. (NYSE:SAVE) for $3.3 billion from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others on May 16, 2022. As per the terms of the transaction, JetBlue shall acquire all of the outstanding shares of Spirit Airlines at $30.00 per share. JetBlue is fully prepared to negotiate in good faith a consensual transaction at $33, subject to receiving necessary diligence. The transaction is financed with cash on hand and proceeds from future financing transactions, including term loans and/or offerings in the debt capital markets. In addition, we have agreed to the terms of a commitment letter that has been executed by Goldman Sachs Bank USA and Bank of America, N.A. for a senior secured bridge facility in an aggregate principal amount of up to $3.5 billion. In connection with the Offer, on May 23, 2022, JetBlue countersigned a commitment letter (the “ Commitment Letter ”) for a senior secured bridge facility in an aggregate principal amount of up to $3,500.0 million, which had been executed and delivered on May 16, 2022 by Goldman Sachs Bank USA, Bank of America, N.A. and BofA Securities, Inc. In connection with the Offer, on May 23, 2022, JetBlue countersigned a commitment letter for a senior secured bridge facility in an aggregate principal amount of up to $3.5 billion. JetBlue shall pay a termination fee of $200 million to Spirit Airlines. Spirit Airlines will pay a termination fee of $94.2 million. On June 6, 2022, JetBlue announced that it has submitted an improved proposal to the Board of Directors of Spirit. Under the revised proposal, JetBlue would provide a $350 million ($3.20 per Spirit share) reverse break-up fee, payable to Spirit in the unlikely event the transaction is not consummated for antitrust reasons. This represents an increase of $150 million, or $1.37 per Spirit share, to the reverse break-up fee JetBlue has previously offered to pay, and is $100 million greater than the amount being offer by Frontier. JetBlue would prepay $1.50 per share in cash (approximately $164 million) of the reverse break-up fee, structured as a cash dividend to Spirit stockholders promptly following the Spirit stockholder vote approving the combination between Spirit and JetBlue. The transaction is subject to the approval by the shareholders of Spirit Airlines, Frontier merger agreement having been validly terminated, JetBlue and Spirit having entered into a definitive merger agreement, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or been earlier terminated and approvals from the U.S. Federal Aviation Administration, the U.S. Department of Transportation and the Federal Communications Commission. JetBlue strongly believes it can secure antitrust approval for the transaction. As of May 19, 2022, the Spirit Board unanimously recommends that Spirit shareholders not tender any shares. Goldman Sachs & Co. LLC acted as financial advisor, Daniel Litowitz and Derrick Lott of Shearman & Sterling LLP acted as legal advisors, Computershare Trust Company, National Association acted as depository bank and Innisfree M&A Inc. acted as information agent to JetBlue. Goldman Sachs Bank USA and Bank of America, N.A. are providing committed debt financing for the tender offer. 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. Bruce Goldfarb and Jason Alexander of Okapi Partners LLC acted as an information agent for Spirit Airlines, Inc. Strategic Governance Advisors acted as advisor for Spirit Airlines. JetBlue Airways Corporation (NasdaqGS:JBLU) cancelled the acquisition of Spirit Airlines, Inc. (NYSE:SAVE) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others on May 23, 2022. The Board of Directors of Spirit Airlines rejected the offer.