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JetBlue Agrees to Buy Spirit, Creating 5th-Largest US Airline. How Did We Get Here?

by Business Traveler

July 28, 2022

A timeline of the months-long corporate high-stakes bidding war between JetBlue and Frontier

After months of negotiations and a wildcard bid, JetBlue has agreed to buy Spirit Airlines for $3.8 billion, creating the fifth-largest airline in the United States.

Spirit Airlines ended its merger agreement with Frontier Airlines Wednesday as Spirit shareholders were in the midst of voting on the deal. The Spirit board had delayed the shareholder vote four times citing a lack of support for the Frontier bid.

Wednesday’s action cleared the way for Spirit to entertain a rival bid from JetBlue Airways, and the deal was announced this morning. The deals positions JetBlue to compete with the four largest US carriers, United, Delta, American and Southwest.

JetBlue gains ready access to Spirit’s fleet of aircraft and, perhaps more important these days, the crews to fly them. The New York-based carrier is likely to upgrade Spirit’s ultra-low-cost operation to fit its own, more customer-centric model.

Full of twists and turns, talk of a merger began in February when Frontier first made a cash-and-stock offer. However, in April JetBlue upped the ante with an all-cash offer for Spirit, kicking off a months-long battle for shareholder support.

According to Barry Biffle, Frontier’s CEO, the airline’s “last, best and final” proposal was a cash and a stock swap deal estimated to be worth $2.9 billion. JetBlue’s bid valued Spirit at $33.50 a share in cash—including a dividend of $2.50 a share and a monthly cash dividend of 10 cents a share between January and when the deal closes—totaling about $3.8 billion.

Spirit’s board had repeatedly rejected’s JetBlue offer, citing the likelihood of a protracted—and possibly unsuccessful—antitrust battle with the Department of Justice. Since the Biden administration took office in 2021, mergers and acquisitions have come under increased government scrutiny.

The DOJ, along with six states’ attorneys general, have already filed a lawsuit against JetBlue and American Airlines, attempting to break up the two carriers’ so-called Northeast Alliance. The Spirit board argued that with the alliance in place, a JetBlue takeover would be unlikely to win antitrust approval.

But after the merger with Frontier was terminated late Wednesday, Spirit returned to the negotiating table with JetBlue.

A Timeline of JetBlue’s Bid for Spirit Airlines

As the merger drama played out in the headlines, it became harder to follow every move each player was making. If you lost track, here’s an abbreviated timeline of the highlights:

Feb. 7

Frontier makes a cash-and-stock offer of $25.83 a share for Spirit Airlines.

April 5

JetBlue makes an unsolicited $33 a share, all-cash bid totaling $3.6 billion.

April 7

Spirit says that it would not treat the JetBlue offer as ‘hostile’ and would enter into discussions with JetBlue.

May 2

Spirit rejects JetBlue’s offer, citing potential problems with gaining regulatory approval.

May 11

Spirit sets a June 10 shareholder meeting to vote on the proposed Frontier merger.

May 16

JetBlue counters with a hostile all-cash offer of $30 a share.

May 19

Spirit board advises shareholders to reject the JetBlue hostile offer.

May 31

Shareholder advisory firm ISS recommends Spirit shareholders vote against the proposed Frontier merger.

June 3

Shareholder advisory firm Glass Lewis urges Spirit investors approve Frontier’s bid.

June 6

JetBlue sweetens its takeover bid to $31.50 per share in cash.

June 8

Spirit delays the shareholder vote on the Frontier deal to June 30.

June 14

Spirit grants JetBlue access to the due diligence information being shared with Frontier.

June 20

JetBlue sweetens its takeover offer to $33.50 per share.

June 24

Frontier boosts its offer by $2 per share in cash, prompting Spirit to urge shareholders support the deal at the June 30 meeting.

June 25

ISS changes its recommendation, recommending Spirit shareholders vote for the merger with Frontier.

June 27

JetBlue raises its overall deal to $34.15 per share including a 10 cent per share dividend while the deal is closing.

June 28

ISS continues to support the Frontier deal, despite JetBlue’s “more favorable” offer.

June 28

Spirit rejects JetBlue’s new offer and recommends that shareholders vote for the Frontier deal on July 8.

July 7

Spirit postpones a shareholder vote scheduled for July 8 until July 15.

July 11

Frontier asks Spirit to delay the July 15 shareholder vote until July 27, citing a lack of investor support.

July 15

Proxy advisory firm ISS reverses its recommendation, advising Spirit shareholders to vote against the merger, citing market volatility, energy prices and recession fears that make JetBlue’s all-cash offer a “superior alternative.”

July 27

Spirit and Frontier announced the termination of the proposed merger of the two airlines.

July 28

JetBlue and Spirit announce they’ve agreed to a merger valued at $3.8 billion, clearing the way for the creation of the fifth-largest airline in the US.