Item 8.01 Other Events.
On September 30, 2022, Spirit Airlines, Inc. (the "Company" or "Spirit") was
informed that the New York Stock Exchange issued a notice regarding the approval
prepayment. As disclosed in the Company's definitive proxy statement filed with
the U.S. Securities and Exchange Commission on September 12, 2022, pursuant to
the terms of the Agreement and Plan of Merger, dated as of July 28, 2022 (as it
may be amended from time to time, the "Merger Agreement"), by and among the
Company, JetBlue Airways Corporation ("JetBlue") and Sundown Acquisition Corp.
("Merger Sub"), if holders of a majority in voting power of Spirit common stock
vote to approve the Merger Agreement at the special meeting, within five
business days of such approval, JetBlue is required to pay or cause to be paid
the approval prepayment amount of $2.50 per share of the Company's common stock
to the Company's stockholders as of the record date established by the Company
for the special meeting to approve the Merger Agreement.
As previously disclosed, the record date for both the Company's special meeting
and the approval prepayment is September 12, 2022. Therefore, in the event
Spirit stockholders approve the Merger Agreement at the special meeting, all
Spirit stockholders of record as of September 12, 2022 are entitled to receive
the approval prepayment in accordance with the Merger Agreement. Shares of
Spirit common stock do not trade with a due bill in respect of the approval
prepayment.
Forward Looking Statements
Certain statements in this press release, 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 press release, 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 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 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 press release might not occur.
JetBlue's and Spirit's forward-looking statements included in this press release
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
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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 press release 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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