Item 8.01 Other Events.
On June 8, 2022, Spirit Airlines, Inc. ("Spirit") issued a press release
announcing that it postponed Spirit's scheduled June 10, 2022 Special Meeting of
Stockholders (the "Special Meeting") to June 30, 2022 to allow the Spirit Board
of Directors to continue discussions with Spirit stockholders, Frontier Group
Holdings, Inc. and JetBlue Airways Corporation. A copy of Spirit's press release
is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The Special Meeting will now be held virtually at
www.virtualshareholdermeeting.com/SAVE2022SM on June 30, 2022 at 9:00 a.m.
Eastern Time. By holding the Special Meeting on June 30, 2022, stockholders will
have an opportunity to receive additional information which may induce them to
vote by proxy. The record date of the Special Meeting, May 6, 2022, remains
unchanged, and there is no change to the purpose of the Special Meeting or any
of the proposals to be acted upon at the Special Meeting.
Prior to the meeting, stockholders holding shares as of the record date of
May 6, 2022, who have not yet voted, are encouraged to vote electronically.
Stockholders will also be able to vote their shares electronically until 11:59
p.m. Eastern Time on June 29, 2022. Stockholders will also be able to vote their
shares electronically during the Special Meeting. Stockholders who have
previously cast their votes do not need to vote again.
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
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 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
Number Description
99.1 Press Release of Spirit, dated June 8, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses