Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
On June 2, 2022, Spirit Airlines, Inc., a Delaware corporation ("Spirit"),
Frontier Group Holdings, Inc., a Delaware corporation ("Frontier"), and Top Gun
Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary
of Frontier ( "Merger Sub"), entered into an Amendment (the "Amendment") to the
Agreement and Plan of Merger, dated as of February 5, 2022 (the "Merger
Agreement"), by and among Spirit, Frontier and Merger Sub, pursuant to which and
subject to the terms and conditions therein, Merger Sub will merge with and into
Spirit, with Spirit continuing as the surviving entity (the "Merger").
As a result of the Merger, and as previously disclosed, each existing share of
Spirit's common stock, par value $0.0001 per share, will be converted into the
right to receive (i) $2.13 in cash, without interest and (ii) 1.9126 shares of
Frontier's common stock, par value $0.001 per share. Upon consummation of the
Merger, existing stockholders of Spirit will own approximately 48.5% of the
outstanding shares of Frontier on a fully diluted basis.
The Amendment amends the Merger Agreement to include a reverse termination fee
of $250,000,000, payable by Frontier to Spirit in the event that the Merger
Agreement is terminated due to either (x) a governmental authority issuing an
order or taking any other action permanently enjoining or otherwise prohibiting
the Merger under U.S. federal competition laws, or (y) the Merger having not
occurred by the outside date (as defined in the Merger Agreement) solely to the
extent that the closing condition requiring the waiting period applicable to the
consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (the "HSR Act") to have expired or been terminated has not been
satisfied at a time when all other closing conditions to Frontier's obligations
to consummate the Merger have been satisfied (or are capable of being satisfied
if the closing were to occur on such date of termination).
The Amendment also amends certain provisions of the Merger Agreement relating to
efforts to obtain regulatory approval of the Merger, including to provide that
Frontier and Spirit, in connection with the receipt of any necessary approval of
a governmental authority (including under the HSR Act), will be required to take
any divestiture actions, including selling, holding separate or otherwise
disposing of any assets of Frontier, Spirit or their respective subsidiaries,
unless such action would or would reasonably be expected to result in a material
adverse effect on Frontier and its subsidiaries (including Spirit) following the
closing of the Merger when measured on a scale relative to Spirit. Any such
divestiture action may be conditioned upon the closing of the Merger.
Except as modified by the Amendment, the terms of the Merger Agreement in the
form filed by Spirit as Exhibit 2.1 to the Current Report on Form 8-K filed by
Spirit on February 7, 2022 with the U.S. Securities and Exchange Commission, as
amended, are unchanged.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment,
which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
Item 8.01 Other Events.
On June 2, 2022, Spirit and Frontier issued a joint press release announcing the
execution of the Amendment. A copy of the press release is furnished as Exhibit
99.1 hereto and is incorporated herein by reference herein.
Additional Information About the JetBlue Tender Offer
Spirit has filed a solicitation/recommendation statement with respect to the
tender offer with the Securities and Exchange Commission ("SEC"). INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT
WITH RESPECT TO THE TENDER OFFER AND OTHER RELEVANT DOCUMENTS THAT ARE FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER. You will be able to obtain free copies of
the solicitation/recommendation statement with respect to the tender offer and
other documents filed with the SEC by Spirit through the website maintained by
the SEC at www.sec.gov. 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.
No Offer or Solicitation
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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. 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.
Important Additional Information Will be Filed with the SEC
Frontier has filed with the SEC a Registration Statement on Form S-4 in
connection with the proposed transaction, that included a definitive Information
Statement/Prospectus of Frontier and a definitive Proxy Statement of Spirit. The
Form S-4 was declared effective on May 11, 2022 and the prospectus/proxy
statement was first mailed to Spirit stockholders on May 11, 2022. Frontier and
Spirit also plan to file other relevant documents with the SEC regarding the
proposed transaction. 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. Investors and stockholders are able to obtain free copies of
the Registration Statement and the definitive Information Statement/Proxy
Statement/Prospectus and other documents filed with the SEC by Frontier and
Spirit through the website maintained by the SEC at www.sec.gov. 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.
Participants in the Solicitation
Frontier and Spirit, and certain of their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies in
respect of the proposed transactions contemplated by the Merger Agreement.
Information regarding Frontier's directors and executive officers is contained
in Frontier's definitive proxy statement, which was filed with the SEC on April
13, 2022. 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.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this communication, including statements concerning
Frontier, Spirit, JetBlue, the proposed transactions and other matters, should
be considered forward-looking within the meaning of the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
based on Frontier's, Spirit's and JetBlue's current expectations and beliefs
with respect to certain current and future events and anticipated financial and
operating performance. Such forward-looking statements are and will be subject
to many risks and uncertainties relating to Frontier's, Spirit's and JetBlue'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. 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. All forward-looking statements in this communication are based upon
information available to Frontier and Spirit on the date of this communication.
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 written and oral forward-looking statements concerning the Frontier
merger or other matters addressed in this communication and attributable to
Frontier, Spirit, JetBlue or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this communication.
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 Frontier 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
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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; the outcome of any discussions
between JetBlue and Spirit with respect to a possible transaction, including the
possibility that the parties will not agree to pursue a business combination
transaction or that the terms of any such transaction will be materially
different from those described herein; the conditions to the completion of the
possible transaction, including the receipt of any required stockholder and
regulatory approvals and, in particular, the companies' expectation as to the
likelihood of receipt of antitrust approvals; JetBlue's ability to finance the
possible transaction and the indebtedness JetBlue expects to incur in connection
with the possible transaction; the possibility that JetBlue may be unable to
achieve expected synergies and operating efficiencies within the expected
timeframes or at all and to successfully integrate Spirit's operations with
those of JetBlue, and the possibility that such integration may be more
difficult, time-consuming or costly than expected or that operating costs and
business disruption (including, without limitation, disruptions in relationships
with employees, customers or suppliers) may be greater than expected in
connection with the possible transaction; and other risks and uncertainties set
forth from time to time under the sections captioned "Risk Factors" in
Frontier's, Spirit's and JetBlue'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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Number
Amendment to Agreement and Plan of Merger, dated June 2, 2022, by and
2.1 among Spirit Airlines, Inc., Frontier Group Holdings, Inc. and Top Gun
Acquisition Corp.
99.1 Joint Press Release of Spirit and Frontier, dated June 2, 2022.
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