Item 8.01 Other Events.
On June 20, 2022, Spirit issued a press release regarding the updated proposal
from JetBlue Airways Corporation. 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
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
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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 Description
Number
99.1 Press Release dated June 20, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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