Item 8.01 Other Events.
On October 6, 2022, Spirit Airlines, Inc. issued a press release announcing the
ISS and Glass Lewis recommendations in favor of the merger with JetBlue Airways
Corporation. A copy of the press release is furnished as Exhibit 99.1 and is
incorporated herein by reference
Forward Looking Statements
Certain statements in this report, including statements concerning JetBlue,
Spirit, the proposed transaction and other matters, contain various
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, or the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, which
represent JetBlue management's beliefs and assumptions concerning future events.
These statements are intended to qualify for the "safe harbor" from liability
established by the Private Securities Litigation Reform Act of 1995. When used
in this report, the words "expects," "plans," "intends," "anticipates,"
"indicates," "remains," "believes," "estimates," "forecast," "guidance,"
"outlook," "may," "will," "should," "seeks," "goals," "targets" and 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. Forward-looking statements involve risks,
uncertainties and assumptions, and are based on information currently available
to JetBlue and Spirit. Actual results may differ materially from those expressed
in the forward-looking statements due to many factors, including, without
limitation, those listed in JetBlue's and Spirit's U.S. Securities and Exchange
Commission ("SEC") filings, matters of which JetBlue or Spirit may not be aware,
the coronavirus pandemic including new and existing variants, the outbreak of
any other disease or similar public health threat that affects travel demand or
behavior, the occurrence of any event, change or other circumstances that could
give rise to the right of JetBlue or Spirit or both of them 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 transactions; failure of the parties to consummate the proposed
transaction; JetBlue's ability to finance the proposed transaction and the
indebtedness JetBlue expects to incur in connection with the proposed
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 proposed
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; ongoing and increase in costs
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related to IT network security. Given the risks and uncertainties surrounding
forward-looking statements, you should not place undue reliance on these
statements. Further information concerning these and other factors is contained
in JetBlue's and Spirit's SEC filings, including but not limited to, JetBlue's
and Spirit's 2021 Annual Reports on Form 10-K and their Quarterly Reports on
Form 10-Q. In light of these risks and uncertainties, the forward-looking events
discussed in this report might not occur. JetBlue's and Spirit's forward-looking
statements included in this report speak only as of the date the statements were
written or recorded. JetBlue and Spirit undertake no obligation to update or
revise forward-looking statements, whether as a result of new information,
future events, changed circumstances, or otherwise.
Additional Important Information and Where to Find It
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 has filed with the SEC a definitive proxy statement on
September 12, 2022. 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 are able to
obtain free copies of the proxy statement 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 are able to obtain free copies of the
proxy statement 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.
No Offer or Solicitation
This report shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release dated October 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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