Item 8.01 Other Events.
On June 28, 2022, Spirit Airlines, Inc. ("Spirit") made available a Message to
Spirit Team Members, Message to Spirit Officers, Talking Points for Ground
Service Agents and Flight Attendants, Talking Points for Recruiters and Video
Transcript in connection with the announcement of the proposed business
combination of Spirit Airlines, Inc. and JetBlue Airways Corporation
("JetBlue"), copies of which are furnished hereto as Exhibits 99.1, 99.2, 99.3,
99.4, and 99.5, respectively, and incorporated herein by reference.
Important Additional Information Will be Filed with the SEC
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. This
communication may be deemed to be solicitation material in respect of the
proposed merger between JetBlue and Spirit. In connection with the proposed
transaction, Spirit intends to file with the SEC a proxy statement. JetBlue and
Spirit also plan to file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED BY JETBLUE OR SPIRIT WITH THE SEC IN THEIR
ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT JETBLUE, SPIRIT, THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and stockholders will be able to obtain free copies
of the proxy statement (when available) and other documents filed with the SEC
by JetBlue 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 proxy statement (when available) and other documents filed with the SEC by
JetBlue and Spirit on JetBlue's Investor Relations website at
http://investor.jetblue.com and on Spirit's Investor Relations website at
https://ir.spirit.com.
Participants in the Solicitation
JetBlue 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 transaction. Information regarding JetBlue's directors
and executive officers is contained in JetBlue's definitive proxy statement,
which was filed with the SEC on April 7, 2022, and in JetBlue's Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, which was filed with the
SEC on February 22, 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. Investors may obtain additional information
regarding the interests of such participants by reading the proxy statement and
other relevant materials regarding the proposed transaction when they become
available.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this communication, including statements concerning
JetBlue and Spirit, the proposed transaction 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 JetBlue's and Spirit'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 JetBlue'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. 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 JetBlue and Spirit on the date of this communication. JetBlue 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 proposed transaction or other
matters addressed in this communication and attributable to JetBlue, Spirit 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 merger agreement; failure to obtain
applicable regulatory or Spirit stockholder approval in a timely manner or
otherwise and the potential financial consequences thereof; failure to satisfy
other closing conditions to the proposed transaction; failure of the parties to
consummate the transaction; JetBlue's ability to finance the transaction and the
indebtedness JetBlue expects to incur in connection with the transaction; the
possibility that JetBlue may be unable to achieve expected synergies and
operating efficiencies within the expected timeframes or at all; risks that
JetBlue will not successfully
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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 disruptions in
relationships with employees, customers or suppliers) may be greater than
expected in connection with the transaction; failure to realize anticipated
benefits of the combined operations; 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 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 JetBlue'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.
Item 9.01 Financial Statements and Exhibits.
The following Exhibits are being furnished under Item 8.01 and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liability of
such section, nor shall such exhibit be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act.
(d) Exhibits
Exhibit Description
Number
99.1 Message to Spirit Team Members
99.2 Message to Spirit Officers
99.3 Talking Points for GSAs and FAs
99.4 Talking Points for Recruiters
99.5 Video Transcript
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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